Shareholders Derivative Action Research

The definition of shareholder' s derivative suits occurs under the circumstance where the shareholders) with legal requirements can bring suits against the violator and seek for legal remedy when the legitimate rights of the corporation are under violation by someone , especially shareholders who have the controlling power ,the directors or managers of the corporate, and when the corporation is negligent of litigation. As an important method for protection of the lawful rights and interests of minority shareholders, it is acknowledged by corporation legislations of all of the world. It is of a significant sense of borrowing from the useful foreign experience and set up a legal system of the shareholder' s derivative suits with China' s characteristics.This article makes an outline and study of some important theoretic issues existing in the shareholder' s derivative suits system, analyzes and concludes the concrete regime device of U.S.A. Japan and Taiwan, such as the party of shareholder' s derivative suits, litigation demand requirement and so on, by a careful comparative study. Based on the above discussion, considering the newly judicial interpretation of the Supreme Court on corporate disputes, this paper gives some proposals and suggestions on how to establish shareholder' s derivative suit legal system. This paper is divided into four parts besides a preface.Part I mainly introduces the important theory of derivative suit, which forms the focuses of this paper. The first, it explains the conception of shareholder's derivative suit. The second, it discusses the value and function of shareholder's derivative suit. The third, it analyzes the character of shareholder's right to filing derivative suit. The last, it makes a comparative study on therelation between shareholder's derivative suit and direct suit.Part II reviews and analyzes ,by a comparative study of corporation legislation in U.S.A, Japan and China's Taiwan, the party systems, such as the plaintiff, the defendant, the corporation and other shareholders, with an emphasis on the qualification, rights and responsibilities of the plaintiff shareholder.Part III focuses on the two procedural requirements: litigation demand requirement, suit charge guarantee by a comparative method.Part IV discusses the prevalent status quo of derivative suit system, take an insight into the necessity of this system in China. Based on the judicial interpretation of the Supreme Court, the author puts forward some effective suggestions and proposals.