Research On The Controlling Shareholders’ Fiduciary Duties

With the development of economic,corporate governance becomes a worldwide topic.Modern corporate governance as a solution to separation of ownership and control of a series of institutional arrangement,in order to protect the benefits of shareholders.However,there is no clear legislation to specify the rights and responsibilities of controlling shareholders in China.Based on the study of the shareholders,this paper,in the general frame of shareholders theory and corporate governance theory,analyzes the case of our country and foreign country.Though the case,we will put forward ideas about relevant amendments of Company Law.The text mainly introduced the controlling shareholders in foreign scholars in obligations with the basic theory of practice. From the definition of the controlling shareholders to duty and obligations specific content. The reference to the case from abroad Chinese judicial practice disadvantage. About controlling shareholders of Chinese legislation still need to go further improved. The controlling shareholders in the theory of duty still needs more academic discussion. Only rich theoretical knowledge, to rise to the level of the legal system to guide the practice.The controlling shareholders is law concept. The controlling shareholders in China on the concept of foreign law is through the work of the introduction. About the faith obligations mentioned in the text, The author of the continental law system and common law two aspects respectively introduces its meaning. From the text, the two legal system for controlling shareholders of the theory study and thoroughly. Justice use case principle in obligations in the judicial practice. Judge this behavior on whether and small and medium shareholders.Meanwhile,aft- er giving the obligation of the controlling shareholders, foreign judges will often quoted business judgment rules to review the controlling shareholders and executive behavior,avoid constraint live management of investment behavior to affect the development of the corporation. Learn from foreign advanced theory and the judicial practice, through our country wu liang ye case puts forward relevant Suggestions. Suggested that our established faith the obligation to legal principle, introducing business judgment rules, Business opportunities rules, diligent faithful rules.These rules to judge whether the controlling shareholders violated the obligations.Meanwhile,to perfecting the supervision and the safeguard mechanism,and violation of the obligations established relief system.The mainly contents of this paper are the basic conception of the shareholders and the disadvantage of how to regulate corporation dependently in the practice of law,and posses a good advise on how to perfect our Corporation law in practice of regulating Law.This thesis studies and concludes these three topics.The first,based on the current experience in China and overseas,reconstructing the fundamental theories about fiduciary duty and responsibility of controlling shareholders,defini-ng controlling shareholders,and clarifying the controlling shareholders duty and the reason of taking more responsibility than other shareholders.The secend, the most topic of this thesis is the basic of how to regulate law and development of the duty of the shareholders in the history and how to decide the standard about if the shareholders really defend the duty for the company.Though the standard of how to decide the duty and responsbility of controlling shareholders,the company could have the effective ways to get a good system.The third,based on the experience of legislation and judicature of China and foreign countries,this thesis designs the way to remedy the law system of China,and summarizes some reference regulations to give the behaviors standard of controlling shareholders in public companies.