The Study Of The System Of Shareholder's Derivative Suit

The System of Shareholder's Derivative Lawsuit (the"System") has been firstly established in English legal system's countries, which has been taken by many other countries nowadays. The System of Shareholder's Derivative Lawsuit is a legal proceeding taken by the shareholder in the name of the company against the big shareholders, directors and senior management who infringe the legal rights and benefits of the company while the company refuses or reluctant to take the action against them. The System is a judicial remedy for the shareholder in order to protect the interest of the company and its shareholders, improve the internal management and supervision structure. The System is a"double-edged sword"which aims to prevent the internal management members abusing their power to damage the interest of the company by giving shareholders rights to start the action in the case may be. This System has played a positive role in both English legal system countries and common law countries. The System has been first regulated in the Company Law and Securities Law of People's Republic of China based on the experience taken from the other countries. The System covers a wide range of contents and also plays an active role to improve the internal management and supervision structure. Even though, there are there are many loopholes and gaps in his System in both legislation and practice in China. It needs further amendments, regulations to build a successful System of Shareholder's Derivative Lawsuit with special Chinese characteristics.There are five parts of this dissertation. It will introduce the general information and development of System of Shareholder's Derivative Lawsuit in England and United States to find out the history and development of clue of this System in the first part; then, it will give a further theoretical analysis of the System in second part to explore the reason of existence of such System in substantive law (from three perspective: the theory of"subrogation right of creditor","beneficiary of shareholders"and the"right of shareholders") said that shareholders say")and procedural law (from three perspective: the theory of"undertaking system", a"broad sense of the parties"and the"supervisor of litigation"). In the third part, it will introduce the System of different countries in different countries in detail, to examine their experience and regulation of their legislation. In the fourth part, it will elaborate on the content and current status of the System of China. It firstly states the necessity to introduce such System, then compare the differences between the system of shareholders'direct lawsuit and Shareholder's Derivative Lawsuit, and then analyze deeply from the qualification of the plaintiffs, the scope of defendants, the position of other shareholders, etc to explore the issues and shortage of our country's System. The last part will give several opinion and suggestion for the further development and improvement of this System in China.