The Regulation Of Corporation Law On Shareholder's Derivative Suits

With the development of the securities market, the corporation's size grows bigger and bigger, the proprietorship and management rights achieve the division in a wider scope and a greater extent. The shareholder other than controlling shareholder has the less power to control the running and management of the company, the board of director and other officer have a wider power to control the company. However, every person including the director has its own search for the interest. The controlling shareholder and the board of director misuse the dominant role to control the management to harm the interest of the company and indirectly harm the interest of the shareholder, however it's impossible for the shareholder and director to sue and ask himself to repay the illegal regains to the company. In order to protect the shareholders'interest equally, the common law country establishes the shareholder derivative suits by remanding the Foss rules. This article provides the suggestions on how to complete the system of shareholders'derivative suits after arguing analysis of shareholder derivative legal suits, the analysis of the effect of the shareholders'derivative suits and the content of the shareholders'derivative suits. The first part argues the effect of shareholders'derivative suit, and demonstrates the historical evolution of shareholders'derivative suit and the aspects of modern corporation law, as well as approving the reasons of emergency of shareholders'derivative suit. Then, the author lay out the legal basis that the shareholders'derivative suit should be regulated by the corporation after the analysis the shareholders'derivative suit.The second part deals with the relationship and status of the plaintiff, defendant and company, besides, it also analyzes and argues the plaintiff qualification, and set out the reasons that law has the reasons on shareholders derivative suit. In order to fully reason out shareholder derivative suit, the article argues the shareholders'derivative suits. Nevertheless, due to the intention that the shareholders derivative suit can be fully used, this article analyzes theoretically the exceptions of the plaintiff's qualification and gives the author point of view on it, so that it can be used by the scholar.The third part deals with the new development of the shareholder's derivative suit and the phenomenon that the shareholder's derivative suit and shareholder's direct suit are closely related. After the scientific analysis of common law, this part argues the reason that the phenomenon emerges and the ways of resolving it, so that it can open a new scope for our country corporation law research.The fourth part deals with the provision of our country corporation law and common law, furthermore, it analyze the exception of demand requirements, the specific restriction on shareholder qualification and the attitude of the court to refuse the shareholder's derivative suit. At last, this part makes every effort to give a scientific answer to the completion of our country corporation law.