A Research On Shareholder's Representative Action System

The article, based an the research on the nature and history of Shareholder's Representative Action System(SRAS),tried to explain the meaning and the function of SARS, announces the legal principle or system, describes the right of that, thus demonstrates how to make the SARS be the supervision and condition system of limited liability company on the basis of China's situation and the experience of other countries, improve civil action, promote the economic activities in good order. This article consists of 7 chapters besides preface and conclusion.The preface mainly introduces the background of the tide, and also demonstrates the managers might use their power improperly, making the company a tool of unfair and unjust doings, if there is no supervision and condition to the managers. Thus the SRAS is thought to be one of the most efficient way of control On the basis of kw and value above, it starts to probe the issues of SRAS.Chapter One discusses the concept of SRAS, it demonstrates that this system has become a regular legal system in overseas companies in spite of the difference of different countries. It also points out that when the company is reluctant to prosecute while its benefits are inroad or the manager refuses to prosecute in his name. So if the shareholders prosecute in their name, the compensation will belong to the company, it's different from die regular prosecution civil affairs, it has it's own particularity.Chapter Two discusses the origin and history of SRAS, how to reach the original intention by efficiently supervising its agents. So as to improve the company's structure.Chapter Three expounds the meaning of SRAS, no right exists while lacking the legal assistance. Offering the legal assistance system for the investors is actually the Shareholders' Representative Action System . It entrusts shareholders' the right of prosecution and thus playing an important role in resuming the company's loss in property its business.Chapter Four gives a theoretical and legal explanation onthe basis of role of SRAS, it also gives the answer to the question: why we should have the SRAS, law needs conception and also the concrete system under itChapter Five stresses on the research of SRAS, it discusses the suitable plaintiff principle, just to identify the plaintiff in the SRAS, including in what circumstance could have the right of prosecution, to make what policy for the SRAS. On the other hand, it also discusses the nature and contents of SRAS.Chapter Six discusses the procedure of SRAS, SRAS seems to be a procedural system, but actually it tries to reach the goal of entity by the means of procedural system. SRAS needs the support- of procedure and entity and it also needs the relevant action, procedural discipline and relevant judicial organ or judicial practice.Chapter Seven expounds the concrete suggestion of SRAS in china, one of the characteristics of legal society is that court, as an independent, fair judicial organ can judge, distribute the benefits between civil bodies, the right of SARS will make the shareholdeis defend their own benefits and that of the company, strengthen supervision system for share limited companies; improve civil lawsuit It mainly contains the definition of the adjustable scopes of SRAS, set up the lawsuit system of preventing the abnormal SRAS, improve the lawsuit, train qualified judges in business law especially in company law, set up business court as soon as possible, choosing a special person in charge of such cases.Conclusion: SRAS is one of the most important rights for shareholders, to use the right properly is vital for a company's benefits. And China's social and economic practice makes the requirements for SRAS, thus the joint efforts form legislation body and in kind can make the system work well in China as soon as possible.