Study On The System Of Shareholder Derivative Litigation

Shareholder Derivative Litigation, originated in the United Kingdom and fully developed in the United States, also is favored by the civil law countries. Corporation law implemented in 1993 didn't have the provision about shareholder derivative litigation. But with China's reform and opening up, the development of market economy, Shareholders sue on behalf of the company has appeared in judicial practice. So Company Law was amended in 2005, and the system of shareholder derivative litigation was adopted by law. The system indicates that China's protection of the interests of minority shareholders has entered a new chapter. Shareholder derivative litigation have an important role in reconciling the interest confliction between the large holders and minority holders , and this system also have significance to achieve fairness and justice between the shareholders and to make up for shortcomings in the existing corporate system.This article mainly includes three parts, introduction, text and conclusion. From our current corporation law provisions and with the provision of foreign law and our country theorists'researchment,I have a comprehensive analysis on the system of Shareholder derivative litigation. The text has three chapters.Chapter 1: Overview of the Shareholder Derivative Action. Mainly introduces the concept, produce, development, feature and also introduces the distinction between Shareholder derivative litigation and Shareholder Direct Action.Chapter 2: explores the legal basis of Shareholder derivative litigation. Mainly includes two parts. One is that Shareholder derivative litigation is required to protect the minority holders, the other is that shareholder derivative lawsuit is a necessary complement to the Independent Personality, and also helps to improve the corporate governance structure.Chapter 3: conducts detailed analysis on the system of Shareholder derivative litigation. Mainly includes the plaintiff, defendant, pre-program, the status of company and etc. I also put forward my views about legislation of shareholder derivative litigation, and make the reconstruction of legislation.