Shareholder Derivative Litigation Rules

Orientated from the exceptional clauses of Foss rule, the purpose of Shareholders'Derivative Action was to protect the benefit of company and to provide remedies for the minority shareholders. During the next several years, it has been transplanted by France, Germany and Japan. The launching of Article 152 of China' Corporation Law established Shareholders'Derivative Action, which has great significance to remedy the minority shareholders'injury and to perfect the governance of the corporation.Since the provisions of Article 152 are so simple and general, the operability of Shareholders'Derivative Action is feeble. Because of this, the local higher people court enacted different suggestions. Consequently, judges of the different courts would return verdicts on the bases of the same article. Therefore, the writer holds that it is necessary to analyze the problems in judicial practice, establish the principles and then formulate the specific standards.The thesis tries to card the theories and provisions on the Shareholders' Derivative Action, analyze the standards in the recent cases, and conclude the specific rules, starting from the troubles courts encounter in the judicial practice. Based on these, the writer offers several suggestions, in hopes that these rules and standards can strength the operability of the Shareholders'Derivative Action.