Shareholders Derivative Action Research

The system of shareholders derivative action , as a widely adopted system of company litigation law used in the major countries in Anglo-American legal system and Continental legal system , has great importance in securing the performance of companies' duty , protecting small shareholders in companies especially listed companies and advancing the corporate governance structure . Along with the voices calling for proceting small shareholders rights are increasingly rising , the shareholder' derivative action is introduced in the revised edition of Company Law , which provides a clear legislative authority for protecting small shareholders rights and interests . At the same time , we should keep in mind that in the comdition of no relevant supporting legal system and under no comdition of stare decisis , the system whether can play its proper role , whether can really establish in China's legal system . Therefore , at the beginning of the establishment of shareholders derivative action , the timely improvement of this system really deserves attention .In this thesis , the author explains the concept , origin and function of shareholders derivative action at first , then sums up the features of shareholders derivative action of the major countries in the two legal system . At last , with the reference to the legal practice in our country , based on analyzing the establishment and construction of the said shareholders derivative action , the author puts forward the procedural designing scheme to future improvement and consummation of shareholders derivative action system in our country .