Research On The Legal Regulation Of Controlling Shareholders' Breach Of Fiduciary Obligations

The connotation of the fiduciary duty of controlling shareholders includes the duty of care and the duty of loyalty.The duty of care requires the controlling shareholders to manage the company's property with a prudent attitude and achieve the goal of maximizing the company's interests in the execution of the business;the duty of loyalty mainly refers to the controlling shareholder's personal Interests are placed after the interests of the company and shareholders,and the interests of the company and shareholders are the first;on this basis,further discuss the value basis of the existence of the fiduciary duty of controlling shareholders,from the perspective of law and economics that emphasizes cost-effectiveness,controlling the fiduciary duty of shareholders The constraints of the company will have a certain impact on the company's decision-making,but from the long-term perspective of the stable development of the market,this is not worth the loss;the company contract theory regards the company as a series of relationship contracts,and the controlling shareholders are subject to fiduciary obligations.Restriction is a remedy for the loopholes that cannot completely write the rights and obligations of all parties into the "contract".Illegal affiliated transactions and false statements are common manifestations of controlling shareholders' breach of fiduciary obligations.Illegal affiliated transactions are mainly realized through unfair product purchases and sales,illegal guarantees,and illegal occupation of funds;false statements are considered to be responsible.The subject of information disclosure obligations violates the provisions of securities laws and makes false records or misleading statements that violate the truth about major events,or conducts major omissions or improper disclosure of information when disclosing information.Through these two standards,the principle of business judgment and the principle of corporate opportunity,it is possible to make a judgment on whether the controlling shareholder violates the fiduciary duty under its commercial behavior.The reasons for breach of fiduciary duty are various.One is the imbalance of the equity structure and the company's internal governance;the second is that the functions of the board of supervisors are difficult to perform effectively;the third is that the laws governing the fiduciary duty of shareholders have low legislative levels and related contradictions.There is a lack of specific regulations on the regulation of the fiduciary duty of controlling shareholders.Finally,in response to the above explanations,legal suggestions on violations of fiduciary duties by regulatory and control shareholders are provided.The first is to strengthen the remedy rights of small and medium shareholders by reducing the difficulty of the burden of proof by small and medium shareholders and lowering the threshold of derivative litigation;there is also a need to improve the supervision mechanism and provide information disclosure provisions.The determination of “significant events” should be based on comprehensive standards;then,the independence of the board of supervisors should be strengthened,starting from the two aspects of the method of selecting supervisors and economic independence,and at the same time,the business activities should be separated from the functional activities of the board of supervisors,and independent directors should be responsible for the business.Supervision of activities.Finally,it is necessary to supplement the relevant content of the duty of care,expand the scope of the fiduciary duty and enhance the level of effectiveness.