Research On The Construction Of Dual Shareholder Representative Litigation System In My Countr

Under the enterprise structure,when a subsidiary company is infringed by its illegal directors,the parent company is controlled by the major shareholder and is unwilling to sue the perpetrator in court,so the parent company and its shareholders are closely linked based on the holding relationship,and the parent company and its shareholders will also be affected by the infringement.At this time,it can protect the interests of the company and small and medium shareholders by giving the shareholders of the parent company the status of plaintiff through legislation,that is,to build a dual shareholder representative litigation system.By drawing lessons from the overseas experience of the United States and Japan,and based on the existing institutional framework of our country,this paper draws some inspirations when building this system in our country.In the case of share exchange,the plaintiff qualification of shareholders should be determined according to the organizational form of the parent company,and the path of double shareholder representative litigation should be adopted.At this time,the holding time of shareholders should be calculated cumulatively,so as to ensure that the relevant responsible persons can be effectively held accountable.Based on the theory of costbenefit analysis paradigm,in order to fully protect the interests of minority shareholders,and by drawing lessons from Japan’s litigation cost-bearing rules,it is suggested that China should adopt the litigation cost collection rules of Japanese litigation cost quota.In the specific system design,it is mainly constructed from the following four aspects.As far as the scope of the plaintiff is concerned,the wholly-owned parent company certainly has the prerequisite for litigation,and the non-wholly-owned parent company that allows at least 50% shares of the subsidiary company under certain circumstances also meets the prerequisite,and it also needs to meet the relevant shareholding time requirements.As for the requirements of the plaintiff’s shareholding,we can refer to the current company law,distinguish different types of companies,make different requirements for the conditions of prosecution,and make exceptions in terms of the holding time when the company has just been established and when shares are exchanged.In terms of pre-procedure,in order to ensure the rationality of empowerment and investigate the responsibility of the wrongdoer in time and effectively,the shareholders of the parent company should file a written complaint with the parent company at the same time or with a certain time lag.As for the scope of defendants,anyone who infringes on the interests of subsidiaries can become a defendant.Finally,in order to realize the connection between the substantive law of the company and the procedural law,aiming at the particularity of the litigation system of dual shareholders’ representatives,it is pointed out that the parent company and other shareholders should be given corresponding litigation status.