Shareholders Derivative Action Research

To protect legitimate interst of minority shareholders and strengthen the corporate governce ,the dissertation points out that China should build the shareholders' derivative action system as soon as possible. The thesis exerts historic method ^comparative method and the method of sociology of law and designs the specific rules according to the realistic circumstance of China ,which makes the article more realistic and useful.The dissertation is divided into five parts.The first part is about the general survey of the system of the shareholders' Derivative action. It discusses the concept features, discriminate between it and other systems, and its history.The second part is about the theoretical base of the system of the shareholders' derivative action.The article discusses it from the substantive and procedural views.The reason that law grants shareholders the right of proceeding against directors and officers lies that shareholders are the very investors of the corporation and are closely related to the corporation ,and that according to the theories of lawsuit trust and party's theory of broad sense the indirect party interested can also become party of litigation.The author considers that it is better to express that function of company law lies in protecting interst of minority shareholders and strengthen corporate governce.According to the fact that the shareholder's derivative action system consists of substansial rules and procedural rules,it analyzes faction of the system from above two aspects and points out that function of the system is not to solve conflicts among people but is to restrict or encourage the right of shareholder's derivative action. As a part of rules of corporations,the shareholders' derivative action system should also embody the valueof whole company law,namely ,efficency is first and justice is second.When justice is paid overdue attention,efficency may be harmed,so it is necessary to set reasonable limit to the right of shareholder's derivative action.The third part is about the comparative study of system of the shareholders' derivative action of different countries.To benefit the bulding of our country's system ,it does some research on the rules of different countries from five aspects.The fourth part is about the necessity and possibility of bulding Chinese system of shareholder's derivative action in China.There does not exist the system of shareholder's derivative action in Chinese company law and it is a big loophole,which is not good for the law to protect the interest of minority shareholders and to achieve the aim of company goverance.While the thesis suggests China stipulate the rules of shareholder's derivative action ,it also analyzes the obstacle and available condition calmly.Upon the base the thesis puts forward the idea of encouraging shareholders to proceed litigatoin.The fifth part is about a specific design of Chinese system of shareholder's derivative action.According to the value and function which are set in the above part,it gives some advice on the draft of shareholder's derivative action. Based on the theory that shareholder's derivative action in public held corporation is a kind of public interst litigation,the thesis considers that the comission of security regulation should be granted the power of proceeding litigation on behalf of corporations.