Research On The Fiduciary Duty Of Controlling Shareholders

The limited liability principle of company greatly stimulates the investmententhusiasm of investors,reduces investment risks for investors.The company makesunified intention through adopting more capital’s opinion on the related problems toensure the independence of corporate personality.The resolution in general meeting ofshareholders is executed by the executive board of directors and senior managementteam to ensure the stability of the company in strategy development and actuallyfinishment.Company law imposes fiduciary duty to the board of directors and seniormanagement team requesting them to faithfully and diligently perform their ownresponsibilities to ensure the integrity of the actuator in the company.But we also see,the premise of the capital majority rule system is the controlshareholders’ interests and the interests of the company and minority shareholdersinterests be consistent.In practice,the controlling shareholders abuse their rightsthrough exercising their voting rights and the influence on the company’s businessand get high interest through unfair trade way in the process between the companyand its transaction damaging the legitimate interests of the company and minorityshareholders driven by self-interest.With the improvement of the company systemand changing of economic environment,the company’s stake has been diluted throughthe perfect capital markets.The company’scontrolling shareholders can easilyintervene a lot of affairs only need to hold the equity of relative majority.Thecontrolling shareholders’ violation in the rights and interests of small and mediumshareholders has become the important content of the company system in China.Thecompany’s controlling shareholders fiduciary duty makes important sense in companylaw and the company own construction in the construction of legal rules，referring theboard of directors and senior management team’ fiduciary duty in the company law.The first part of the article will be for the controlling shareholders fiduciaryduty.There will be a clear comprehensive overview ofdefinition, status and impact ofcontrolling shareholders, the content of the fiduciary duty.The second part of the paper will discusses the theoretical basis of controlling shareholders fiduciary dutythrough the existing theoretical system for controlling shareholders fiduciary duty.Thethird part of the article will objectively analyze the current situation of the legalregulating of the controlling shareholders fiduciary duty after the comparativereference of the extraterritorial law for controlling shareholders fiduciary duty.It willput forward the improve regulations to the controlling shareholders fiduciary dutyobjectively to guarantee the relevant rights and interests of small and mediumshareholders through legal measures controlling and relieving the behavior of thecontrolling shareholders abuse of control.