On The Fiduciary Duty Of Controlling Shareholders

According to the principle of equity equality and capital majority decision,the controlling shareholders can manipulate the decision-making of the company directly or indirectly.In order to prevent and regulate the abuse of control rights of controlling shareholders,infringe on the rights and interests of small and medium-sized shareholders and the company,the introduction of the fiduciary obligations of the controlling shareholders conforms to the principle of fairness and justice in legal principle and helps the company to govern.There are some relevant provisions in our legislation on the fiduciary obligation of the controlling shareholders,but it is too general to include the situation that the controlling shareholders violate the obligation of faith.This paper starts with the basic theory of the fiduciary obligation of the controlling shareholder,and studies the fiduciary obligation of the controlling shareholder in the related transaction,the transfer of control right and the utilization of the company opportunity.Through comparative study of Chinese and foreign legal regulations on controlling shareholders' breach of fiduciary duty,the system of compulsory information disclosure,shareholder avoidance,and sharing of control rights premium is established to improve the system of controlling shareholder fiduciary duty in my country.