Shareholders On Behalf Of The Litigation System To Study

The system of shareholder's representative suit, as a special remedial measure for shareholders, is described as in nature the subrogation or the representative suit respectively. The subrogation refers to the stockholders take the place of the company as the plaintiff to claim the compensation or standstill of infringements. The representative suit is defmed as a part of stockholders representing all stockholders together to take part in the suit and the outcome will be binding to all stockholders. The representative suit system plays an active role for maintaining the company's interests, especially for those weak shareholders, in the meantime, it promote weak stockholders to supervise the company actively. As a result, the representative suit is always a hot topic in the academic circle in the process of amending the Corporation Law, meanwhile, it also attracts great concerns from the practical circle. By introducing the comparative foreign systems and analyzing the domestic theoretical standpoints, the author tried to design the construction of China's stockholder's representative suit for practical use.The thesis totally consists of three parts. In the first part, starting from the definition, the author compared the representative suit with stockholder's personal suit from five aspects, on the basis of this comparison, set forth the advantages and disadvantages of the suit system from the principal of law. Following above statements, the author pointed out that the ultimate goal of the representative suit is not only for the compensation, but also a warning for the managerial force to hinder their same wrongdoings in the future. In a way, the representative suit takes the minority right in consideration, which is an effective measure against powerful majority.In addition, made the contrast with the subrogation of obligees, beneficial right and stockholder's right, the author showed preference on the latter, in which its nature is actually a substantive right intervening the third party's litigation and the personal litigation.In the second part, established on the premise of the argumentation of western countrieson the capacity of the interested parties, the proceeding process before the suit, security cost, the special procedures and the compensation for the prevailing party, the author analyzed and commented on the representative system from above-mentioned aspects. In the third part, based on the China's legislation at present and the practical manipulations, the author eventually demonstrated how to construct our system of shareholder's representative suit.