Dual Shareholder Representative Litigation System In My Country

In recent years,with the sustained and steady development of my country’s economy,the company’s organizational model has also undergone great changes,and the operating models of group companies and parent and subsidiary companies are not uncommon.If the focus is placed on the parent-subsidiary company,it is not difficult to find that if the interests of the subsidiary are lost,there is no doubt that the interests of the parent company will inevitably suffer a certain degree of loss.In this case,if the parent company is unwilling to file a lawsuit for various reasons,it will be difficult for the parent company’s shareholders to remedy their rights based on the existing shareholder representative litigation system.Therefore,how to protect the parent company’s shareholders’ interests becomes a thorny issue in reality.The problem.In 2016,the "Company Law Interpretation(4)(Draft for Comment)" introduced the dual shareholder representative litigation system for the first time,but the relevant provisions were deleted from the official provisions issued in 2017,and the "Judicial Interpretation(5)" ”Also did not mention this system,and the Jiumin Minutes issued in 2019 only introduced more specific rules and procedures for shareholder representative litigation on the original system,but did not mention the system.It has aroused widespread concern and controversy among scholars in the theoretical and practical circles.This article uses case analysis,normative analysis,comparative analysis and other methods to study my country’s dual shareholder representative litigation system.In addition to the introduction and conclusion,the main content includes four parts.The first part is the theoretical basis of the dual shareholder representative litigation system.Based on the definition of the dual shareholder representative litigation system,this part analyzes the theoretical differences of the dual shareholder representative litigation system through pros and cons.It is proposed that when our country introduces this system,it should also comprehensively consider the theory of litigation responsibility,the theory of frustration of expected benefits,the theory of property independence and the division of assets,and construct the theoretical basis of the dual shareholder representative litigation system based on the national conditions and judicial environment of the country.The second part is the realistic basis for establishing a dual shareholder representative litigation system in my country.In terms of necessity,my country’s current shareholder representative litigation system is in a difficult application situation,and effective measures cannot be taken to protect the rights and interests of the minority shareholders of the parent company.In terms of feasibility,through the analysis of specific cases,this article believes that this system is the key to balancing the interests of all parties in the parent company and its subsidiaries,and plays an important role in protecting the rights and interests of small and medium shareholders of the parent company and improving corporate governance.The third part is the foreign dual shareholder representative litigation system and its enlightenment to our country.This part separately discusses the development history,related legislation and judicial practice of dual shareholder representative litigation in the United States,Japan,and South Korea.Their enlightenment to the establishment of a dual shareholder representative litigation system in my country includes requirements for qualified plaintiffs,establishment of pre-procedures,and judicial practice.Explain the introduction of the system,etc.The fourth part is the construction of my country’s dual shareholder representative litigation system,which is the core content of this article.This article argues that in terms of the applicable conditions of dual shareholder representative litigation,the holding standards of parent and subsidiary companies should be clarified,the legal status of parent and subsidiary companies should be established,and the purpose of filing a lawsuit should be legitimate;the subject of dual shareholder representative litigation should be qualified The plaintiff and the defendant;in terms of the pre-procedures for dual shareholder representative litigation,the mode of one-way filing and notification to the parent company should be adopted.These contents can provide operable references when constructing the system in our country.