On USA Double Shareholder Representative Litigation System

Due to the globalization and competition intensifies, more and more companies start presented in the form of enterprise group, the company between the increasingly close ties, a number of related companies, parent and subsidiary companies, the holding company. While the traditional shareholder litigation system can effectively protect the legitimate rights and interests of minority shareholders, but in the new situation has met a new problem. And as a modern company legislation is the most advanced in the United States, in the early 20th century constructs double shareholder representative litigation system to cope with the new situation and new problems, the United States through a number of classic cases, established the double shareholder representative litigation system in accordance with the law, and will continue to improve in practice. This paper analyzes since 1913 first by the end of the 19th century, some influential classic case, and the summary, the headstream of double shareholder representative litigation system in the United States were studied. In addition, the system function of the system was preliminarily explored, including the perfection of the system, the maintenance of the interests, deterrence and other functions. Then analyzes the legal status of the system of plaintiff, defendant and other related personnel, the company, establish the procedure of the eligible parties, this paper focuses on the analysis of the double shareholder representative litigation system of incentive mechanism and constraint mechanism, to ensure that not only can promote shareholder activism, and can limit the abuse of litigation, so as to ensure the system can really play a role in. Contrast China's company legislation, in full consideration of the reality of our country, based on can deliberate introduction of the system, to ensure the protection of the legitimate rights and interests of the shareholders, and promote the sustained and healthy development of China's economy and society. But in the construction process of the system and need to grasp the focus of the system, prepared to deal with the problems in the process of the construction of the system, such as the cost of litigation, compensation system, guarantee system and so on the is in line with the reality of our country, and give full play to the role. At the same time, the relevant provisions of other countries are also studied, take the essence, dialectical view of the dual shareholder litigation, improve the dual shareholder litigation system.