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Study On Controlling Shareholder Fiduciary Duty And System Design For Fiduciary Breach In Listed Companies

Posted on:2021-03-30Degree:MasterType:Thesis
Country:ChinaCandidate:W H CaiFull Text:PDF
GTID:2416330647453920Subject:Law
Abstract/Summary:PDF Full Text Request
The purpose for controlling shareholder fiduciary duty is to solve the problem left unsolved by traditional corporate law values,establish reasonable restriction to controlling shareholder's abuse of power and grant the minorities right for remedies.Although this system originated from the case law system,it is valuable for Chinese listed companies in terms of corporate governance.The concentration of ownership has always been one of the characteristics of the list companies in China.The current corporate governance system,regulation system and civil proceeding system have all failed to create a balance which may restrict the abuse of power by the controlling shareholder.Thus,the minorities will fail to get returns from their investment or even suffer great loss.This paper suggests the introduction of controlling shareholder fiduciary duty as the reasonable restriction system to Chinese listed companies is necessary.However,there is currently no specific provisions regarding such issue,and many regulations for breach of fiduciary duties are scattered in Company Law,Security Law and others,which is an obstacle for the systematic restriction for abuse of power.This paper aims to introduce the fiduciary duty of controlling shareholder,clarify the way of introducing such system to our current legal system and exploring the corresponding system for breach of such fiduciary duties.Chapter 1,Brief Introduction of Controlling Shareholder Fiduciary Duties.It first introduces the relevant concepts,origin and development of controlling shareholder fiduciary duties.Then it analyses the legal basis of controlling shareholder fiduciary duties critically.At last,it discusses the justification of the application of such system.Chapter 2,Necessity of Introducing Fiduciary Duties.After the justification is discussed before,this chapter further explains the necessity of introducing controlling shareholder fiduciary duties by presenting the shortcomings of the current corporate governance,management,regulation and civil proceeding for breach of fiduciary duties.Chapter 3,System Design for Controlling Shareholder Fiduciary Duties in Listed Companies.This chapter clarifies the issues regarding actual control standard which constitutes as a controlling shareholder,to whom the controlling shareholder owns duties to,the scope of such duties and normal action which is breach of such duties.Firstly,in terms of actual control standard,it presents and summarizes the latest holdings of Delaware Courts,and further spots the detailed issues which constitutes as actual control.Then,for the question about to whom the controlling shareholder owns duties to,the chapter carries out the case study on such issue and presents a different opinion.In addition,this chapter further introduces a different angle regarding whether duty of care is applicable for controlling shareholder and clarifies the scope of duty of loyalty.At last,it lists the most common actions of breach of fiduciary duties.Chapter 4,Restrictions of Controlling Shareholder and System Design for Remedies.In this chapter,the legislative dimension is first discussed to locate the basis for fiduciary duty.Therefore,the legal basis under PRC law for fiduciary duty of controlling shareholder is then clarified.In addition,this chapter also make recommendations to amendment and modification of Corporate Law.Meanwhile,it also makes recommendations of the regulation.Finally,it designs the remedies by specifying the class action system,burden of proof,the standard of proof and settlement.
Keywords/Search Tags:Fiduciary Duty, Controlling Shareholder, Breach of Fiduciary Duty, Remedies
PDF Full Text Request
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