Analysis On Controlling Shareholders' Loyalty Obligations

In the field of traditional corporate law,directors and senior executives are often required to assume loyalty obligations to the company.Controlling shareholders are in a special position because they have control over the company.Driven by their own interests,controlling shareholders to damage the legitimate interests of the company,minority shareholders and corporate creditors by exercising voting rights and malicious transfer of control rights is not uncommon,in order to limit the abuse of control by controlling shareholders,the theoretical community extends the subject of loyalty obligations to controlling shareholders.However,due to the imperfect regulations of China's company law on controlling shareholders' loyalty obligations and lack of operability,the legitimate rights and interests of the company,minority shareholders and corporate creditors have not been fully guaranteed.Therefore,on the basis of previous studies,further research on controlling shareholders' loyalty obligations is of great significance for perfecting the legislation of China's company law on controlling shareholders' loyalty obligations.In order to lay the theoretical foundation for studying the loyalty obligations of controlling shareholders,firstly,the paper analyzes the definition of controlling shareholders' loyalty obligations,the object of controlling shareholders' loyalty obligations and the legitimate source of controlling shareholders' loyalty obligations.In addition,combined with the views of various scholars and the common situations of judicial practice,the paper analyzes the main manifestations of the violation of loyalty obligations of the controlling shareholder of China,and analyzes the specific remedies of the controlling shareholders' breach of loyalty obligations according to the current situation of China's legislation.Then,through the introduction of the extraterritorial experience of the controlling shareholder's loyalty system,the paper evaluates the relevant provisions of the laws of the United Kingdom,the United States and Germany on the loyalty obligations of controlling shareholders.Finally,based on the status quo of China's system of controlling shareholders' loyalty obligations,this paper analyzes the shortcomings of China's loyalty obligations to controlling shareholders,and proposes the improvement measures and improvement suggestions for controlling shareholders' loyalty obligations in China,with a view to helping to improve China's legislation on the loyalty obligations of controlling shareholders.