Introduction To Shareholder Representative Litigation System In Our Country

Shareholder’s representative action is an important supervisory mechanism in the law of corporation, provides effective legal protection for medium and small shareholders. When the system was set up in Britain in the middle of19century, it was immediately developed by many countries of Civil law system and constantly absorbed by countries of civil law system. In china, the revised "company law" clearly established this system. However the new company law just provided some principles, lack of operability. It needs many aspects of improvement, in order to promote the development of our modern corporate system.This paper starts from the basic theory of Shareholder’s representative action. By the summary of national judicial and practical experience, it demonstrates the basis of the shareholders’rights, the parties theory, the restriction mechanism, incentive mechanism, and highlights how to further improve the system in china. Form both substantive and procedural law,it analysis various aspects of the shareholder’s representative action using comparative analysis, historical analysis, empirical analysis and other analytical methods, trying to give my some opinion to perfect the Shareholder’s derivative action.Addition to the introduction and the conclusion, this paper has four parts. The first part is an overview of the shareholder’s representative action. It starts from the concept, historic development and the difference form related system, focusing on the theoretical basis of the source of the right. The second part is parties theory and litigation range of this system. Combining with the related system in the United States and Japan, it discuss the qualification of the plaintiffs, the scope of the defendants as well as the position of company and other shareholders in the proceedings and then it analysis the relevant provisions of the Law in China to put forward a sound proposal. In the third and fourth part, the restriction mechanism and incentive mechanism of this system are discussed. Two parts state the previous procedure system, lawsuit fee guaranty system, compensation obligation of failed shareholders, fee compensation system, racial individual compensation system and the cost of the preferential system, by a comparative study of the law of the United States and Japan. At last, the thesis put forward suggestions for improving this system in China.