Fiduciary Duties Of Controlling Shareholders And Civil Liability For Breach Of Fiduciary Duties

In the practice of company law, the phenomenon of controlling shareholders abusing its power damaging the legitimate rights of company and minority shareholders frequently occurrence. For the absence of clearly defined legislation about fiduciary duties of controlling shareholders and civil liability for breach of fiduciary duties, the Chinese company law can not effectively regulate these issues. Therefore, from the point of the obligations and responsibilities of controlling shareholders, this article analyses fiduciary duties of controlling shareholders and civil liability for breach of fiduciary duties. The article begins with introduction of " the case of Jianlibao Group transferring its controlling interest ". From the view that controlling shareholders should bearing fiduciary duties in the process of transfer of controlling interest, the main question about this article is presented:fiduciary duties of controlling shareholders and civil liability for breach of fiduciary duties. Firstly, this article describes the evidence of controlling shareholders'fiduciary duties, after the introduction of controlling shareholders'duty of care and duty of loyalty, the article focuses on the controlling shareholders'duty of care investigation and fair trade obligations in the transfer of controlling interest. Then, the article outlines the specific performance of the breach of fiduciary duties, and thus, establishes the standards of the controlling shareholders'breach of fiduciary duty. After that, the article analyzes the civil liability for breach of fiduciary duties by controlling shareholders. After a clear form of responsibility, the article analyzes the sharing of fiduciary responsibility and the form about breach of fiduciary duty. Combined with " the case of Jianlibao Group transferring its controlling interest ", the article analyzes the controlling shareholders'premium to share responsibility. Finally, the author analyzes the present situation of Chinese company law on the shareholders' obligations and existing problems. In China's current legal provisions on controlling shareholders'fiduciary duty, there are many problems, such as the scope is too narrow, the level of effectiveness is too lower, lacking appropriate mechanisms and remedies, so the dispute can not be solved effectively. After analyzing the situation, the author analyze the relationship between "Prohibition of abuse of shareholder rights" and "controlling shareholders'fiduciary duty". At the end, the author made it clear that Chinese Company Law should expressly provide fiduciary duties of controlling shareholders and civil liability for breach of fiduciary duties. And the specific standards about breach of fiduciary duties should be refined as soon as possible, enhancing the operability of controlling shareholders'fiduciary duties.