| The system of shareholder representative action is such a system when the company's interests is infringed, especially infringed by the controlling shareholder, parent company and directors, the company neglects to suit, the qualified shareholders can sue in his own name to investigate the infringers' responsibility. As the mechanism of protecting company's interests, it plays an important role on protecting the minority shareholders' interests, ensuring the effective supervision on company's management and perfecting the corporate governance structure. So the system of shareholder representative action is now extensively accepted by the company law of common and continental law system countries, though it was developed from the case under law of equity of the common law countries. The laws and regulations of our country such as Company Law and Civil Procedural Law failed to stipulate this system. Law has been inevitably challenged by reality for its blankness, thus putting courts into embarrassment when hearing such cases. Fortunately, Regulation on Several Issues in the Trial of Company Dispute Cases (Draft for Opinion)has been promulgated by the Supreme People's Court on November 4th, 2003 , in which the system of shareholder representative action has been stipulated from Article 43 to Article 47. But there remains much to be discussed, which is left with the author to further studying.This dissertation mainly takes the comparison method studying different legislative modes of this system in American, Japan, Korea and Taiwan, balancing and weighing the advantage and disadvantage, then objectively commenting on and analysing the interrelated stipulations of Draft for Opinion on the basis of the reality of our country in order to present feasible and beneficial opinions for setting up and perfecting this system in our country. This dissertation consists of five parts apart from the preface and epilogue.The first part gives a brief account of the connotation and the characteristics of the shareholder representative action, then makes a distinction between the shareholder representative action and the shareholder direct action. Meanwhile, the author uses the methodology of history to study the evolution of the system of shareholder representative action.In the second part the author analyses the legislative basis and values of this system, providing that the legislative basis roots in two kinds of conflict of interest, which are difficult to be balanced by company's inner mechanism, one is between the majority shareholder and the minority shareholder, the other is between the shareholder and the operator or the administrator. The system of shareholder representative action achieves its values while eliminating the malpractice caused by the two kinds of conflict of interest, that is protecting the minority shareholders' interests and strengthening the supervision, perfecting the corporate governance structure.The third part elaborates the operative mechanism of the system of shareholder representative action from the litigants and the litigation results. While analysing the advantage and disadvantage of different legislative modes, the emphasis of the discussion is on the qualities required of the plaintiff shareholders, the scope of the defendant and his wrong doing, the judicial status of company and other shareholders, the right of the plaintiff shareholders who win the lawsuit, the responsibility of the plaintiff shareholders who lose the lawsuit and the settlement system. The equitable mechanism of the system of shareholder representative action has been discussed in the fourth part. It includes the pre-requisite procedure and the security for expenses in representative action.The fifth part briefly presents the current legislation and judicial practice and then objectively comments on and analyses the interrelated stipulations of Draft for Opinion on the basis of the reality of our country. The author holds that under the current circumstances, the share holding quantity...
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