Research On The Normative Path Of Fiduciary Duty Of Controlling Shareholders

In China,joint-stock companies are mostly controlled by the state or individuals,and there is a widespread phenomenon of dominance of one share;Limited companies are mostly developed from family enterprises,and the phenomenon of equity concentration is also very prominent,which objectively causes the controlling shareholders to enjoy the control of the company at both the shareholder level and the management level.From the perspective of corporate governance,the key position of controlling shareholders in corporate governance stems from the concentration of corporate equity.The higher the concentration,the more independent the corporate governance organization is,and the greater the control of controlling shareholders in the company.This leads to two major contradictions in corporate governance-the contradiction between shareholders and the contradiction between shareholders and management,which are mainly reflected in the controlling shareholders.It should be noted that it is reasonable and legitimate for controlling shareholders to enjoy the control right of the company,but abusing the control right to damage the interests of the company and minority shareholders belongs to the scope regulated by the Company Law.However,throughout the full text of the Company Law,the provisions that have actual regulatory effect on the controlling shareholders are only reflected in Article 20,that is,the provisions on the abuse of shareholders’ rights,which is far from enough to solve the problem of controlling shareholders’ abuse of control in reality.This paper discusses the regulation of the controlling shareholder’s control right with fiduciary duty,and suggests to construct the system of fiduciary duty of controlling shareholder at the level of Company Law.To construct the normative path of the fiduciary duty system of controlling shareholders,we need to explore the relevant basic concepts,the necessity of constructing the normative path,and how to construct the normative path.First,discuss the basic category of fiduciary duty of controlling shareholders,and clarify the two basic concepts of controlling shareholders and fiduciary duty.It is considered that the judgment standard of the controlling shareholder has changed from form to substance,and it is concluded that the judgment of the controlling shareholder should be determined by who owns the control right in combination with the specific situation;The definition of fiduciary duty mainly includes two aspects: duty of loyalty and duty of care.Second,based on the analysis of the current situation of controlling shareholders’ abuse of power and legal regulation,this paper expounds the necessity of regulating controlling shareholders with fiduciary obligations.Through the case analysis of the typical behavior and harm of controlling shareholders’ abuse of control power;Summarize the specific provisions on the fiduciary obligations of controlling shareholders in the field of company law and securities law,draw the conclusion that the fiduciary obligations of controlling shareholders have long been affirmed in China,and put forward the deficiencies of legal provisions in three aspects: low legal level,incomplete behavior regulation and insufficient relief support.Third,clarify the legal approach and normative expression of the fiduciary obligation of controlling shareholders.Firstly,it explains the insufficient restriction on the controlling shareholders in the company law.Secondly,it discriminates the legitimacy of the controlling shareholders’ fiduciary obligations on the basis of legal theory,and believes that the fundamental reason for the controlling shareholders’ fiduciary obligations is the existence of the control relationship.Finally,it is suggested that the Company Law should construct the fiduciary duty system of controlling shareholders from three aspects: clear connotation,detailed behavior and perfect remedy.