论股份公司控制股东诚信义务的法理基础

On Theoretical Foundation Of Fiduciary Duty Of Controlling Shareholder Of Joint-stock Company

我国公司法必须规定控制股东的诚信义务。规定控制股东的诚信义务不仅有其坚实的公司法理论基础,而且有着夯实的法哲学和民法学理论基础。深入研究控制股东诚信义务的法理基础,对于我国及时规定控制股东的诚信义务,限制和纠正资本多数决的滥用,进一步巩固和完善公司的法律人格,保障公司和中小股东的合法权益等都具有极为重大的意义。

In the year of 2003, several departments and committees made an united census to one thousand one hundred and seventy five companies of our country. Controlling shareholders of six hundred and seventy six companies possessed large amounts of capital, which amounted up to nine hundred and sixty six point six nine thousand million. So, fiduciary duty of controlling shareholder must he brought into company law. Fiduciary duty of controlling shareholder has very firm theoretical foundation, which relates to company law, law philosophy and civil law. Researching into theoretical foundation of fiducia ry duty of controlling shareholder, can limit and rectify the abuse of the most capital decision, can strengthen and perfect legal personality of company, and can protect the legal benefits of the small shareholder and company.