The Contrast Research On Shareholder's Representative Suit

Shareholder's Representative Suit, also termed Shareholder's Derivative Action, refers a form of action which the shareholder in his own name brings an action against the infringe for the interests of corporation and the compensations gained from the suit belongs to the corporation when the interests of corporation are infringed on and the body refuses or fails to invoke the right to suit which should exercise it.As a genius creation in nations of Common Law, the system has broken through general rules of law in many aspects and played a significant role in safeguarding the rights and in assuring them to effectively supervise on the operation and in perfecting the administrative structure. For the above reasons, the system has been adopted widely broth in the civil law and common law, although it derived from the cases of equity in common law. Unfortunately our country is relative delay of legislation in this aspect and there are no definite provisions on it either in substantive law or in procedural law. Fortunately, the system of Shareholder's Representative Suit has been definitely provided in section 152 in the new Company Law passed on Oct. 27th in 2005 and it has filled up the legislative blank in this aspect. However, we are sorry that some relevant provisions are too principle and the maneuverability isn't very strong; Some provisions are impractical, needing a further exploration and study; In the meantime the provisions have some careless omissions. All the above problems provide the author with some space for further study. The article mainly analyzes the comparatively typical and perfect system of shareholder's Representative Suit of foreign countries by means of comparative method and at the same time reflects on the shortage of legislation of it, in order to make the author's personal contribution for the establishment of shareholder's representative suit in China.The article is composed of five parts. The first part mainly sums up the essential characteristics of shareholder's representative suit and the differences between shareholder's direct suit and shareholder's representative suit. This part also explores...