Research On Shareholder Derivative Action System

Corporation plays an important role in modern market economy. In order to regulate the operation of the corporation, many countries established the corporate governance structure and gave shareholders the right of derivative action. Shareholder derivative action system originated in common law countries and it was introduced to a lot of civil law countries as a important external supervise system in failure of the internal governance structure. It was introduced to China in the new company law of 2005, which has an important meaning to the further regulation of corporate operation and the protection of small and medium shareholders. Shareholder derivative action system in China is still in its initial stage, so the law about it is also too principled and a lot of supporting systems are not established yet. This thesis tries to compare the system of different countries, so as to find the best system which is suitable to China.The main text contains four chapters. The first chapter is an overview of shareholder derivative action system, which makes an introduction of the concept and history of the shareholders derivative action, analyzing the characters and the legal basis of the system. The second chapter tries to make a more clear concept of shareholder derivative action by comparing the shareholder derivative action with the shareholder direct action both in theory and practice. The third chapter introduces and compares the shareholder derivative action system of various countries in four aspect(Party system, pre-procedure, security for costs, expenses borne system),in order to find their advantage and disadvantage. The forth chapter combines the former analyze with the condition of China to make some suggestions to improve the legislation of shareholder derivative action system in China and how to use it to protect the interest of small and medium investors, especially in listed companies.