Research On Shareholders Derivative Litigation System

Shareholder derivative action is a great creation of the Company Law,because it effective relief corporate governance failures in the "internal control" through litigation means. It provides a timely monitoring system from the external corporate governance structure and helps to promote corporate governance. In 2005 China's new Company Law also introduced the shareholders derivative action, but the system requires quite general, the lack of maneuverability.It is for these reasons, in the comparison of the specific design of the system in several major countries and different corporate governance models, the paper's aim is to improve shareholder derivative action in China, thus contributing to our corporate governance. This article is divided into four parts, the first as the opening to study the basic theory of shareholder derivative litigation, including shareholder derivative action based on the content and theory, some of the content on the basic concept of shareholder derivative action, features and compared with other litigation system Analysis of the shareholder derivative action more clear the meaning of derivative litigation have an overall grasp. By the theory of derivative action derivative lawsuits have more clearly the theoretical basis and the value must exist. The second part analyzes the historical evolution of shareholder derivative lawsuits, derivative litigation generated by the development path, the author learned that the historical inevitability of the existence of the system, and in the continuous development of improved, but action is purely derivative of the exotic requires judicial practice of continuous improvement. The third part that is the highlight of this article, the author of corporate governance from the perspective of several major foreign countries and different model of corporate governance and found that any kind of governance model are not perfect, put an end to "internal control" phenomenon, so require a shareholder derivative action after relief. The nature of shareholder derivative litigation system is that it is to balance the value of internal control and external shareholder rights, ownership and management, shareholders and internal abuse of the abuse of the right to appeal the right to operate the key to all elements of corporate governance to maintain game balance regulator, is director of corporate governance, executives and controlling shareholders to realize the final protection obligations. The fourth part of that is the core of this article, the author of several countries by comparing the more mature foreign shareholder derivative litigation, and the environment in our country's company law and practice, summed up for our derivative litigation, shareholder derivative action on the Improvement of providing valuable suggestions. The innovation of this paper is to study from the perspective of corporate governance, shareholder derivative action in China in the value of corporate governance and the role and the qualification from the derivative litigation, shareholder derivative action before the request for appeal procedures, the court in the shareholder derivative action rights and compensation for legal costs and improved security system for the four aspects of derivative action put forward their own views.