The duty of loyalty of controlling shareholders helps to curb their misconduct and protect the legitimate rights and interests of the company and other shareholders.The legal regulation of related-party transactions of controlling shareholders in Chinese company law has the same function as the duty of loyalty and can partially replace the duty of loyalty.However,it still needs to be improved in terms of the subject of the duty,the context in which the duty applies,the content of the duty,and judicial review.In Delaware,the duty of loyalty of controlling shareholders can be summarized as the duty of shareholders who control the board of directors and direct corporate decisions to engage in fair transactions in conflict-of-interests transactions.In reviewing the duty of loyalty,the Delaware court organically combines corporate governance procedures with judicial review,taking into account the values of freedom and fairness,which is particularly worth critically examining and learning from.Establishing appropriate corporate governance procedures for related-party transactions and constructing a judicial review method that takes into account freedom and fairness are also the core propositions for the improvement of the legal system of the duty of loyalty of controlling shareholders in China.
controlling shareholdersduty of loyaltyconflict-of-interests transactionsrelated-party transactions
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