Research On Dual Shareholder Representative Litigation System

With the development of our country’s economy,the company’s structure has been transformed into a group,the parent-subsidiary structure has been popularized,and the business philosophy has gradually improved.Existing laws are difficult to protect the interests of subsidiaries and parent-subsidiary company shareholders.In practice,cases of infringement of shareholders’ rights and interests have gradually increased.Dual shareholder representative actions can improve the company’s governance structure and protect the interests of small and medium shareholders under the structure of parent and subsidiary companies.At present,the countries represented by the United States and Japan have established this system.Although the details are different,the purpose is to provide a remedy for the shareholders of the parent-subsidiary company to avoid the embarrassing situation of being unable to remedy.The dual shareholder representative action is developed on the basis of the shareholder representative action.As a "derivative",its uniqueness lies in its applicability between parent and subsidiary companies.In some aspects of the system,you can refer to the provisions of shareholder representative actions,but there are also places where the uniqueness of the system should be maintained.Faced with changes in the environment of shareholder representative litigation,the defects of its system have also been revealed Many such cases have appeared in judicial practice,and it is impossible to rely on the existing system to obtain relief.However,after extra-territorial exploration,the dual shareholder representative action has shown its unique functional value.Combined with my country’s judicial practice,my country should build a dual shareholder representative litigation system.The first part of this article introduces the concept of dual shareholder representative action.By comparing with the existing system,the system connotation is clarified.At the same time,the legal characteristics of the dual shareholder representative action are analyzed,and the main nature of the litigation right is discussed in detail.The second part discusses the necessity and feasibility of constructing the system in China;The third part is the extraterritorial development and construction of the system.The case law takes the United States as an example,and the statute law uses Japan as an example.The origin and development of the construction of the system provide a reference for China to build the system;the center of this article is the fourth part,which gives specific plans for the construction of dual shareholder representative lawsuits in China,clearly clarifying the prerequisites for filing a lawsuit,the qualification restrictions of the litigant,and Provisions for preprocedurcs.While drawing on advanced legislation from outside the region,and referring to my country’s existing legal system,combined with my country’s national conditions,a "localized" dual shareholder representative litigation system was constructed.