Abstract：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 be 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 fiduciary 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.
