Research On Fiduciary Duty Of Controlling Shareholders In Corporate Governance

The status of the controlling shareholder in the company is relatively strong,holds a pivotal position in the corporate governance,but in the traditional company law,a common requirement for directors and senior management personnel is higher,less attention to the controlling shareholder,leading to the controlling shareholder rights and obligations do not match,many controlling shareholders use their dominance and control of the adverse impact on corporate governance,affect the internal governance and external corporate decision.Therefore,this paper focuses on the fiduciary duty to controlling shareholders in the aspect of corporate governance to protect the smooth operation of corporate governance.The fiduciary duty of the controlling shareholder is analyzed,and some suggestions are put forward to guide the controlling shareholder to correctly exercise their rights.Starting from the perspective of corporate governance,this paper first analyzes the concept,status and content of fiduciary duty of the controlling shareholder,and demonstrates the legitimacy of the fiduciary duty of the controlling shareholder.And analyze the legal logic of fiduciary duty of controlling shareholder.Then it points out the concrete behavior of the controlling shareholder violating the fiduciary duty in practice and introduces the concrete case to prove the necessity of the controlling shareholder undertaking the fiduciary duty.Secondly,it analyzes the obligations of controlling shareholders in legislation and points out the deficiencies of legislation on controlling shareholders.After through to other countries for the analysis of the controlling shareholder’s fiduciary duty,respectively from the Anglo-American law system and continental law system,based on the analysis of the three rights of the controlling shareholders abuse of the United States judgment way,"shadow director" in the UK,Germany’s withdrawal and expulsion measures,Japan,the relationship between the parent-subsidiary system is more suitable for reference in our country.Finally,the paper analyzes the criterion of introducing fiduciary duty of controlling shareholders in China,clarifies the specific content and responsibility of fiduciary duty that controlling shareholders should undertake in corporate governance,and puts forward the remedy way and safeguard system.And through the analysis of the responsibility of the controlling shareholder in the corporate governance to determine if the controlling shareholder violates the fiduciary duty of the claim of the main body of the liability principle and the need to bear the legal responsibility.In order to improve the fiduciary duty of controlling shareholders in corporate governance.