The Restriction,Encouragement And Relief Of Shareholder's Derivative Suit

Shareholder's derivative action, created in Britain and the U.S, has a history of more than a hundred years. It's a special remedy system which the minority shareholders and the company are infringed, sued by the shareholders and not the company. We have accepted the system of shareholder's derivative suit in 2005, when the Company Law was amended in China. We should recognize that shareholder's derivative suit, has published a considerable number of monograph series. However, we still should study on this subject because of its conflict in depth and complexity. Shareholder's derivative suit acts is a legal system designed to protect the interests of minority of shareholders as the last line of justice. It is to be real efficient which to apply the rules for current judicial practice, we should study details and the procedure of the rules.This pragmatic philosophy and methods as a guide, while the use of the system analysis, comparative method, empirical analysis, law and economics analysis, using the logic of dialectical thinking and rigorous completion of the full article of studies and construction.This article consists of four chapters:Chapter one introduces the system of shareholder' s derivative suit, as an applicable system of company litigation law which has used in almost all the major countries in Anglo-American legal system and Continental legal system, the improvement of such system will be of great importance in China.Chapter two introduces Security for litigation fee of shareholders'derivative suit to prevent the abuse. The United States and Japan regards this system as very important prevention system of shareholders' derivative suit abuse,on the basis of two countries legislation, we should analyze the amount and the standard of security for expenses.Chapter three introduces that in order to encourage shareholders to bring valuable derivative suit, while courts have rich experience in stimulation of that action, for example winning parties claims for lawsuit fees, claims for direct compensation under particular circumstances.Chapter four introduces when the defendant win the shareholder's derivative suit, the company should pay its litigation fee to compensate the interests of the directors, however, the relevant provisions are too vague and there is no clear theoretical basis. In some circumstances, we should build the system of claims for direct compensation.