| In order to prevent the controlling shareholders to abuse the controlling power to protect the interests of the company and other shareholders, the commn methord used by lots of countries is to endow the controlling shareholders with fiduciary duty. The fiduciary duty of controlling shareholders, that is faith duty, means the controlling shareholders undertake the duty of trustee to the weak company and the third. when the controlling shareholders under the prevailing conditions and they can influence and decide others'right and interest. The controlling shareholders is the intended trustee of company. When they are exerting the company'power, they can't make their own interests and the company's interests be in conflict. Even they can't harm the interests of the company and others for their own interests. So is our country. However , it is different amoung those countries about the base of the fiduciary. There are many theories, for example , the theory of trust , the theory of fidelity. The only opinion of our country about this question is study from overseas.After introducing the concept of controlling shareholders and the fiduciary duty , this article think the base of fiduciary duty of controlling shareholders is the character of association when it shows the advantages and the disadvantages of these theories. so this article contruct the fiduciary duty over again on the base of the character of association. |
