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Studies on the Civil Liability of Cortrolling Shareholder to the Third Party

Author: LiChangYu
Tutor: ShiXianZuo
School: Central China Normal University
Course: Civil and Commercial Law
Keywords: Controlling shareholders Third person Civil liability
CLC: D913
Type: Master's thesis
Year: 2006
Downloads: 91
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Abstract

Decision under the principle of control by the controlling shareholders in the capital majority, dominated company, chasing maximize their own interests, vulnerable to the abuse of control to the detriment of the company, other legitimate rights and interests of the minority shareholders and creditors. In recent years, the controlling shareholder in various ways against the company and other small and medium-sized shareholders malicious violations of the legitimate rights and interests of creditors phenomenon despite repeated prohibitions. Throughout the countries of common law and civil law countries from the point of view of the law clearly defines the controlling shareholders of fiduciary duty and breach of the duty of good faith should bear civil liability. At present, China's legislation on the civil liability of the controlling shareholders were also made provisions, but more general operability is not strong, especially the civil liability of the controlling shareholder of the third person, to some extent, in the vacuum state. In order to better protect the legitimate rights and interests of other minority shareholders and creditors, should strengthen the controlling shareholders of the civil liability of the third party. Therefore, the controlling shareholders to explore issues related to civil liability in the third person made. By the controlling shareholders of the third person's duty of care, the nature of the civil liability of Civil Responsibility and constituent elements, damage compensation of several parts. The first part of the controlling shareholders of the duty of care of a third person. The controlling shareholders have control over the company's shareholders. Third person here is the addition to the controlling shareholders, other than the other minority shareholders and creditors. The controlling shareholders of the duty of care that its bounden duty of care of a good administrator handling the affairs of the company. The controlling shareholders of the civil liability of the third party is the controlling shareholder of a sanction for violation of its legal obligations. The second part of the controlling shareholders the nature of the third party civil liability. Civil law and common law countries have done on the controlling shareholder of the nature of the third party liability provisions, that the controlling shareholder abuse of control, damage to a third party should be liable for damages. Our controlling shareholder of the nature of the civil liability of the third party, academia there are two views of the breach of contract and tort liability. This article endorses Tort said, and discusses the theoretical damage behavior of the controlling shareholders to creditors and other small and medium-sized shareholders is a tort, should bear tort liability. The third part of the controlling shareholder Civil Responsibility of the third person and elements. The principle of no-fault liability does not apply to control shareholders Civil Responsibility of the third person. Imputation principles of tort liability generally fault liability principle, but the general fault liability principle is not conducive to the protection of the legitimate rights and interests of minority shareholders and creditors, should adopt the principle of presumption of fault responsibility, the burden of proof upside down, to relieve the burden of proof of the third person, and more good to protect the legitimate rights and interests of the third party. Controlling shareholders Essential Elements of a third party, the \The fourth part of the controlling shareholder of the third person damages. The controlling shareholder of the third person of damages should include direct damage and indirect damage of two parts, the amount of damages should be its sum of the two parts and. Control of the legitimate rights and interests of the shareholders infringement of a third party, the third party may request judicial relief, filed an action for damages.

Studies on the Civil Liability of Cortrolling Shareholder to the Third Party

Abstract

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