Research On Fiduciary Duty Of Institutional Investors In Listed Companies

Compared with individual investors,institutional investors have a large shareholding in listed companies,and have a stronger ability to collect and analyze market information.In addition,most institutional investors are funded by dispersed publics,professionally and The requirements of the regulation,its investment must be more rational and safety-oriented,institutional investors often have a stronger will and ability to participate in corporate governance to prevent and control the company's business management risks.However,due to the opportunistic and profit-making impulses,institutional investors may also abuse their ability and opportunities to influence and control the company.Institutional investors,whether as asset trustees or as controlling shareholders of the target company,should bear the obligation of faith.Although there are some legal provisions on the obligation of faith in China,the existing content of the letter of credit in China is reflected in the principle of honesty and credit and the responsibility of trust.Institutional investors participate in the governance of listed companies as shareholders and company managers.On the other hand,as an asset trustee,these laws stipulate that it is difficult to balance the conflicts of interest between the dual status of institutional investors,and it is difficult to regulate the speculation and even fraud of institutional investors.It should be noted that the author considers that ordinary companies are more closed,and listed companies can use the securities market to raise funds,widely absorb idle funds to expand the scale of enterprises,enhance market competitiveness and market share,and their financial disclosure requirements are even more To be strict,the market risk is also large.Therefore,this paper mainly examines and analyzes the issue of the fiduciary duty of institutional investors of listed companies,and hopes to make recommendations for the improvement of the institutional investor's credibility system in China based on the specific national conditions of China and the useful experience of extraterritorial legislation.In addition to the introduction and conclusion,this article consists of the following four parts:The first part is the origin of the issue of the fiduciary duty of institutional investors in China.The continuous improvement of the strength of institutional investors has made institutional investors play an important role in corporate governance.Institutional investors are deeply involved in corporate governance.On the one hand,they help improve corporate governance,and on the other hand,they may also bring to companies,corporate shareholders and creditors.Come to risk.In practice,many institutional investors have actively participated in the case of listed company governance.Among them,there are many institutional investors who have become the major shareholders of the target company and even control the shareholders.Then they try to change the company's existing business policy and governance structure and then the original shareholders and management of the company.The situation of violent conflicts between the layers and stakeholders.Through the analysis of the behavior of institutional investors entering the company in the typical case of " The dispute of Baoneng and Wanke ",it can be seen that China's existing legal norms are basically unable to adjust the institutional abuse of the institutional investors after the control of shareholders,the lack of fiduciary duty also makes it difficult for legal norms to adjust the conflict of interest of institutional investors.The second part is the development status and legislative review of institutional investors in China.First of all,institutional investors have developed rapidly at this stage in China.From a weak start to a diversified development pattern,the development history of institutional investors shows that institutional investors are strong and will be exhibiting in the market.skill.Secondly,because institutional investors have natural advantages over individual investors,their organizational structure,high professional level,and large scale of funds often help institutional investors become controlling shareholders of the target company.Since the provisions on the rights and obligations of institutional investors in China's existing legislation are decentralized and general,the regulation of institutional investors is not comprehensive enough,and there is no obligation and responsibility to pay attention to institutional investors as a whole.Some legislation has a dilemma to adjust the behavior of institutional investors.Through the interpretation of the content of the letter of faith and the comparison with the relevant content of China,it can be seen that it is necessary for China to design a legal system to improve the status quo and make the institutional investors' faith obligations fall into the real position.The third part is the content of the faith obligation of the institutional investors in China.Firstly,it analyzes the fiduciary duty that institutional investors should bear after they become the controlling shareholders by participating in the governance of listed companies.Furthermore,through the analysis of the specific behavior of institutional investors,the requirements of the fiduciary duty are specific to the behavior of institutional investors.Finally,attention is paid to the complexity of the position of institutional investors in the market.Starting from the dual identity of institutional investors,institutional investors,as financial institutions,should bear the fiduciary duty to individual investors who are in the role of financial consumers.This is also the difference between institutional investors ordinary controlling shareholders on fiduciary duties.The fourth part is the legal countermeasures for the regulatory obligations of institutional investors in China.Compared with China,other countries are more specific and comprehensive in the provisions of the fiduciary duty.Through the study of relevant legislative experience outside the domain,the institutional trustworthiness system of China's institutional investors needs to clarify the positioning of the dual identity of institutional investors in the market.The provisions of due diligence management duties have great reference significance for the construction of the institutional investors' fiduciary duty.On this basis,the institutional investors' faithfulness obligations are fulfilled by formulating the principled provisions of institutional investors to fulfill their fiduciary duties and supplementing the supporting system.