The Study On The Duties Of Controlling Shareholders In Transfer Of Corporate Control

The transfer of control market is quite prosperous in China.In orderto obtain the best interest,controlling shareholders are inclined toabuse their controlling power.By far,there has still been lack of relevantlegal regime of duties imposed on controlling shareholders in transferof control.This paper analyses the cause of undertaking obligation whenthe controlling shareholders transfer their rights and proposed specificobligations and legal liability in accordance with the situation of theabuse of the controlling right.This paper is divided into four chapters.The first part is clarify three concepts,including the right ofcontrolling,the controlling shareholders and the tranfer of theright,from the development of controlling shareholder.This part alsodistingush the controlling shareholder and other similar concepts.The second part is concerning the circumstances of the abuse of rightduring the transaction of the controlling right.And this part lay thefoundation for the controlling shareholders’ obligtion through the analyse of reason for imposing duty on the controlling shareholders.The third chapter focuses on the obligation of the controllingshareholders when the tranfer of the controlling right. They have the dutyof care obligation to investigate,information disclosure and controlpremium sharing.This part also elaborate the related information of theseobligations.The fourth chapter analyzes the responsibility when controllingshareholders go against those obligations.This part conducted specificanalysis from three aspects,including liabilitystructure,responsibility and form of the obligations.For defaultbehavior, control transfering in violation of the obligation mainlyembodied in the breach of duty of care and breach of duty of loyalty.Interms of injury consequence, the control transfer of controllingshareholders loss is only property damage caused by a breach of duty,without personal responsibility.On the composition of controlshareholder responsibility, the obligation of this deviation must alsobe the proximate cause of the damage occurred, responsibility to setup.The plaintiff burden of proof.