Study On Shareholder's Action And Perfect Corporate Governance In China

Corporate governance problem began with the separation of control power and ownership in modern company. With the constant scattering of the stock right, the board of directors becomes the center of company's power. How to protect the shareholder's rights and interests under this kind of form and how people guarantee that high level managers do not abuse their power and fulfill the duty of faith and duty of care, become the most important thing that must be put forth effort to solve by companies and legislation in various countries. Shareholder's suit system evolves from America and Britain, and so far it has already generally accepted for the company laws by different countries and considered as the last protective and effective method in corporate governance. Through a large number of domestic and international legal system collection and study, by author, a conclusion can be drawn as the following: On one hand, shareholder suit right is the foundation of other shareholders' right; On the other hand, it is also the assurance that maintains the interests balance on the company law. Shareholders action has an epoch-making important meaning in the history of development of the company law and it plays the role that can't be replaced on reconstruction of corporate governance under the new situation. The intention of writing this thesis is to encourage setting up shareholder action system of our country rapidly to perfect the corporate governance of our country.In decades, the problem of inside people control is very serious in Chinese companies. Control shareholders, directors, manager, etc. of company abuse their rights, do harm to interests of company and other minority shareholders and many investors suffer the listed company of the inside administrative staff and relevant interests people swindling on the security market. Those have made a large number of losses of assets of state-owned enterprise, investor's interests of listed company, Limited Company and limited company minority stock holder can not get the effective legal protection.Shareholder's action is generally divided into a direct action and derivative action. The reason of why we can not set up a real effective and scientific corporate governance key lie in our country " company law" does not give shareholder with enough suit right! Shareholder's direct action of our country lack effectiveness and derivative actionregulations is nearly in blank. It is just current company law's ineffectiveness that cause shareholder to be unable supervise behavior of control shareholder, director and others. Setting up Chinese shareholder's action system is to realize the goal of system reform of state-run enterprise, to imply the need of company's community responsibility, to promote the company law to be in line with international standards, to protect minority stock holder's interests and arouse investor' s hospitable need. And it is a need of improving lawsuit efficiency too.This article plans to expound the fact separately from several aspects of how to set up law systems of shareholder's action in our country. It is written from the point of science in law, management and economics. Using methods of compare different law in many typical countries and giving many examples of Chinese listed company's cases. Combined different shareholder's action regulations in the U.S.A, British, Japan, Hong Kong and Taiwan, put forward any suggestions on setting up Chinese special shareholder's action regulation system.