随着商业实践中资本多数决原则被滥用,控股股东依仗其支配力损害公司及中小股东合法权益的情况日益普遍,在此背景下,控股股东承担诚信义务的理念已逐步成为世界各国的共识。具体而言,控股股东,除已经实质性掌控一家公司的须承担等同于董事的诚信义务,一般承担的诚信义务程度较高级管理人员低,而其承担的民事责任为侵权责任,规则原则应适用过错推定责任。 With the abuse of majority principle in commercial practice, controlling shareholders rely on their dominant force to damage the legitimate rights and interests of the company and small and medium-sized shareholders. With this background, the concept that controlling shareholders assume the obligation of good faith has gradually become the consensus of all countries in the world. Specifically, the controlling shareholder, except that it has substantive control over a company, must bear the same fiduciary obligation as a director. Generally speaking, the controlling shareholder has a lower level of fiduciary duties than the senior management and the civil liability it assumes is tort liability. The principle of the rules should apply Fault presumption responsibility.