Study On The Good Faith Obligation Of Controlling Shareholders In The Transfer Of Control Right

Taking Longwei case and Jianlibao case as the breakthrough point,this paper focuses on the concrete manifestation of the controlling shareholder's fiduciary duty in the transfer of company's control right,excavates and analyses the controlling shareholder's fiduciary duty and fiduciary duty in the transfer of stock right,as well as the legal implication and value behind it.In reality,controlling shareholders acquire and purchase shares in the name of transfer of control rights by virtue of their own control power,thus completing the self-interest behavior of interest transfer.Therefore,it is particularly important to restrict the arbitrary transfer of control rights of controlling shareholders by the obligation of good faith of controlling shareholders.I believe that the regulation of the obligation of good faith should follow the principles of prohibiting abuse of power,good faith and substantive equality.At the same time,according to the framework process of transfer of control rights,the content of controlling shareholders' specific obligation of good faith should be determined.For this reason,this paper mainly divides the research into four parts: case introduction-the present situation of control right transfer in China,the current situation of control shareholder's dishonest behavior and legal regulation,the legal basis of controlling shareholder's good faith obligation,the specific obligations in the process of control right transfer,and how to construct the good faith obligation finally.The specific chapters are as follows:In the first part of this paper,we use Longwei Leverage Holding Wanjia Culture Case and Sanshui Government,the controlling shareholder of Jianlibao,to make Jianlibao fall into a dilemma by transferring its equity freely to those who have no source of funds,to elaborate the non-due diligence,information disclosure flaws and non-faithful obligations in the transfer of control rights of controlling shareholders,and to analyze the abuse of control rights from the current situation of control transfer market.Acts,coupled with the current legal provisions of the controlling shareholders' obligation of good faith is imperfect,in order to draw lessons to control the necessity of shareholders' obligation of good faith.The second part of this paper conceptually analyses the fiduciary duty of controlling shareholders in the transfer of control rights.The research object of this paper is the controlling shareholders who hold the company shares directly or indirectly and control the company.The scope of the study is to regulate the transfer of control shares by the original controlling shareholders.If the controlling shareholders are concurrent directors,the principle of fiduciary duty will be determined by using double responsibilities.The basis includes the prohibition of abuse of power,the principle of good faith and equality.To protect the interests of minority shareholders with the principle of substantive fairness as the general direction of theory.The third part of this paper explains the concrete obligation of good faith in the process of transfer of control rights through the manifestation of the obligation of breach of trust,from the role of the transferor to the duty of prudent investigation of the controlling shareholders before transfer,the duty of information disclosure during transfer,the duty of maintaining stability after transfer to the duty of loyalty throughout the whole process.Combining with the legal basis to construct.In the fourth part of this paper,it is proposed to construct the system of controlling shareholders' good faith obligation in accordance with the current laws and regulations of our country.It is discussed in detail by means of pre-prevention,timely disclosure of information in the event and post-event relief through share of equity premium.