The Exploration Of The Controlling Shareholders To The Other Shareholders' Fiduciary Duty In Company Limited

In the first part,from the legal recognition of controlling shareholders,this paper introduces the controlling shareholders in the form of nature and the judgment standard,on the basis of legislative experiences of other countries and the Chinese Company Law regulations,through the form and substance of double standards to define the concept of controlling shareholders in our country.And through the Venn diagram,this paper distinguishes the relationship of controlling shareholders,dominant stockholders,large shareholders and actual controllers.Secondly,this paper introduces the general theory of fiduciary duty and the connotation of the controlling shareholders' fiduciary duty in Company Limited,including the duty of care and the duty of loyalty.Then,this paper definites the relationship of the controlling shareholders' fiduciary duty and the directors' fiduciary duty,the controlling shareholders to other shareholders' fiduciary duty and the fiduciary duty to the company,the controlling shareholders to other shareholders' fiduciary duty in the difference between the Company Limited and Joint-stock Company.And then,by the method of comparative study,from the controlling shareholders' three aspects to introduce extraterritorial law system,including the obligation of good faith judgment standards,main forms and legal responsibility,providing consistent with the situation of legislative reference to improve the controlling shareholders' fiduciary duty.Then,from the philosophy of law,civil law and the nature of the relationship between the shareholders explain the theory basis of the controlling shareholders to other shareholders bearing the fiduciary duty in the Company Limited.In the end,this paper introduces the status quo of the controlling shareholder's fiduciary duty in China's legislative and judicial systems,and puts forward the improve measures.Among them,Wherein Legislation section,to localize the outside legal system,this paper advises increasing shareholders' mutual negative fiduciary duty regulations,the subordinated obligation and to strengthen the civil responsibility system building and perfecting the existing legislation procedure from the concept of controlling shareholders,voting out of range,shareholders exit mechanism.For the application of the foreign judicial experience,through a comparative study,this paper recommends that determining the "interests damage" standard as controlling shareholders' breaching of fiduciary duty criteria and giving judges some discretion.