Legal Regulation Of The Fiduciary Obligations Of Controlling Shareholders In China

The controlling shareholder is the actual controller of the company,and has a natural strong position compared with other shareholders,especially the small and medium shareholders.However,the relevant laws and regulations in China regulate the rights and obligations of controlling shareholders very little.The fiduciary duty of the controlling shareholders is more prominent,resulting in the control of controlling shareholders to exercise unscrupulous,lawless,and its control is not good moral constraints and legal regulation,which will have a very bad impact on corporate governance and market operation.Fiduciary duty system of controlling shareholders originated from western developed countries.It is the crystallization of the continuous improvement of company management and related legal system for hundreds of years.This has a very important reference and reference significance for our country.It is urgent to regulate the fiduciary duty of controlling shareholders scientifically and completely in China.This paper mainly analyzes and demonstrates the fiducial duty of the controlling shareholders in detail from the following five parts:The first part is the introduction,mainly from the background and significance of the topic,the research status at home and abroad,as well as research methods and innovation points,etc.It is also a brief review of the fiduciary duty of controlling shareholders.Then it is the theoretical elaboration of fiduciary duty of controlling shareholders.Starting from the basic concept and connotation definition,this thesis expounds the internal logic of fiduciary duty of controlling shareholders in detail,which involves the following aspects: first,the objective reality of interest conflicts between various subjects;Second,the small and medium-sized shareholders trust the controlling shareholders;Third,the law forbids the abuse of the controlling shareholders’ rights.The establishment of legal obligation must have the support of basic theories.This thesis also makes a deep analysis from four aspects: trust relationship theory,shareholder equality theory,principal-agent theory,company contract theory.The third part involves the current situation and problems of legal regulation of fiduciary duty of controlling shareholders.The Company Law,Securities Law and relevant administrative regulations and normative documents are the most direct and important legal systems to restrict the fiduciary duties of controlling shareholders.The author has carried on the detailed statement and the analysis,on this basis has made the further research to its existence question,the content involves the legislative omission,the judicial relief measure insufficient and the law enforcement investigation establishment unscience and so on.In particular,the legal systems of companies and securities in western developed countries are more scientific and mature in terms of legislation,judicature and law enforcement.Therefore,this thesis selects the representative of the two legal systems in the United States,Britain,Germany and Japan in four countries about the fiduciary duty of the controlling shareholder of the relevant provisions of in-depth study,extracted for China’s valuable experience.Finally,it is to perfect the legal regulation of fiduciary duty of controlling shareholders in China,focusing on building a legal regulation system which is mainly focused on fiduciaryduty of the controlling shareholders.For this reason,this part mainly from the legislative,judicial and law enforcement three aspects to draw up a more reasonable regulatory path.In the aspect of legislation,we should establish the leading position of fiduciary duty,clarify the imputation principle of breach of trust,point out the object of fidel duty and stipulate the concrete content of fiducial duty.The judicial countermeasures include clarifying the subject of claim in litigation,reforming the litigation mode of breach of trust obligation,and refining the discretion standard of the breach of faith obligation.Finally,the perfect countermeasures of law enforcement,from increasing the punishment of capital punishment,adding punishment means of qualification punishment and building punishment mechanism of reputation punishment,etc.