The Research On The Fiduciary Duty Of The Controlling Shareholders

The fiduciary duty of the controlling shareholders in the shareholders’ right system,corporate governance and corporate supervision plays a significant role, foreign companylegislation gives height takes seriously, but in our country it also lacks the enough attention.Therefore, this paper is mainly to the adoption of the fiduciary duty of the controllingshareholders of the theoretical foundation, legal status and the actual operation of the system,in the absorption of experience and innovation on the basis of efforts to seek solutions to thecontrolling shareholder, fiduciary duty, abuse of control problems, in order to establish,perfect our company law in the controlling shareholder of integrity duty standard system inChina, so as to provide some references for the legislation of company.Besides introduction and conclusion, is divided into the following four parts:The first part: begin by the definition of the controlling shareholder to seek the factorsthat impact the controlling shareholder, and many in-depth analysis to clarify the controllingshareholder’s control over the border.The second part: control over the de facto fiduciary relationship theory, in practice thereare three aspects of the theory and in theory, shareholders’ right to substantive equality theory,Analysis of the legal basis of the controlling shareholder fiduciary duty.The third part: Interpretation of the duty of care to the controlling shareholder, theobligation of fidelity to specific requirements and metrics to accurately grasp the connotationof the controlling shareholder fiduciary duty foundation.The fourth part: reveal the behavior of the controlling shareholder breach of fiduciaryduty, assessments of the status quo of the legal regulation of the controlling shareholderfiduciary duty and put forward a sound proposal.In this paper, in order to control the exercise and protection of stockholders rights as thecenter, mainly uses the following research methods:The methods of historical analysis: based on the fiduciary duty of controlling shareholder and historical investigation, analysis of the fiduciary duty of the controlling shareholders ofthe generation of the system, the evolution and the development of history, revealing thelegislation hidden behind the economic, political and social reasons, for our fiduciary duty ofthe controlling shareholders of the legislation of the system of reference.The method of economic analysis of law: from the design of the value orientation oflegal economics, along about the costs and benefits of the core values of the road, analysis,discusses the balance between efficiency and fairness is always the fiduciary duty of thecontrolling shareholders legal system the value goal.Law analysis method: a concept of law subject, object, right, obligation, responsibilityas the starting point, analysis of the fiduciary duty of the controlling shareholders in corporategovernance, shareholders’ rights protection and regulation of the important position, it ispointed out that the traditional company law that the shareholders holdings of shares in thecompany can only give shareholders equity, and no corresponding compulsory legislationdefects.The rule of law analysis method: a concept of law subject, object, right, obligation,responsibility as the starting point, analysis of the fiduciary duty of the controllingshareholders in corporate governance, shareholders’ rights protection and regulation of theimportant position, it is pointed out that the traditional company law that the shareholdersholdings of shares in the company can only give shareholders equity, and no correspondingcompulsory legislation defects.A comparative analysis of the method: the countries of Anglo-American law system andeven the United States States company law (including cases and legislation) and continentallaw system countries company law, through to these countries the fiduciary duty of thecontrolling shareholders system different characteristics, background and control rights abuseand its practice effect analysis, research, pointed out that the controlling shareholders theobligation of good faith is the essence of improving the corporate management efficiency,realize the controlling shareholders and small shareholders. The balance of interests.Systems analysis methods: the controlling shareholder control over the legitimate exercise and protection of shareholder rights, the system analysis of the historical evolution ofa controlling shareholder fiduciary duty, there is basis to determine the standards and legalprotection. Is not limited to the analysis on the law on the law, and comparative analysis ofempirical research on a variety of methods, from the political, economic, cultural, judicial andother aspects, through a systematic analysis demonstrated China’s establishment of acontrolling shareholder fiduciary duty system necessity.