| The first chapter elaborates the appeal of constructing the dual shareholder representative litigation system under the new situation.By comparing the dual representative litigation system with the concept of adjacent proximity,this paper summarizes its unique characteristics.Secondly,it sorts out and analyzes the theoretical disputes at the legal level,lists and analyzes the theories supporting the dual shareholder representative litigation system,and analyzes and criticizes the deficiencies of the opposing theories.Finally,analyze the necessity of constructing dual shareholder representative litigation system,strengthen the restriction of its parent company’s controlling shareholder supervision,provide legal relief channel for the parent company of small and medium-sized shareholders,improve the parent-subsidiary corporate governance system’s perspective,it is concluded that the present times,is a proactive and completeness of the dual system of shareholder representative litigation.The second chapter through the analysis of our country’s existing legal provisions,specifically elaborated our country’s existing shareholder litigation legal system deficiencies.Domestic double shareholder representative litigation in judicial practice in recent years on the empirical analysis of the second from the analysis of typical cases and the company law of our country and relevant judicial interpretations,it is concluded that China’s lack of a mother company and the company under the multiple structure of shareholder representative action in the form of legal norms,finally summarized under the new situation the predicament of practice in the dual shareholder representative litigation in our country.Based on the above analysis,it can be seen that the legal system that is fully applicable to the dual shareholder representative action in China is not perfect enough.The third chapter is the concrete system construction of dual shareholder representative action in China.The first is to analyze the preconditions of the dual shareholder representative action.It includes the holding mode of the parent company,the limitation of the scope of the subsidiary company and the pre-procedure of filing a dual shareholder representative lawsuit.Firstly,the paper analyzes the legal relationship between the parent company and subsidiary company,and draws the conclusion that China should adopt the full holding model by comparing the two models.The paper analyzes the importance of the subsidiary company in the process of dual shareholder representative litigation,that is,the shareholding ratio between the parent company and subsidiary company,and draws the conclusion that the scope of institutional supervision is limited to the "important" subsidiary company.At the same time,for the purpose of preventing excessive litigation,we set up a certain pre-procedure to bring a lawsuit.The second is to discuss the eligible parties of the dual shareholder representative litigation.The first is the plaintiff system of shareholder double representative litigation.The filing of shareholder representative action requires the subject of the action to have an interest in the object of action,which requires that the time and proportion of shareholding between the parent company and the parent company be restricted on the basis of keeping the parent company’s full holding.The flexible application of relevant exceptions is also the scope of this paper.Secondly,the paper introduces the scope of the defendant in the dual representative action of shareholders and analyzes the arrangement of the litigation status of the company and other shareholders. |
