Research On The Corporate Third Party's Derivative Action

Since the formation of the system of corporation, it has advocated that the highest goal of corporation is in pursuit of benefit, corporation is only the combo of stockholders and the tool of making money for the corporation. The traditional idea of pursuing benefits is questioned by people with the coming of information economy age, the development of the theory of stakeholder, corporate social responsibility and the human capital. Furthermore, while the affection from the action of corporation is becoming more and more fierce, the voice of asking for the corporate social responsibility is becoming more and more upswung, too. Under this background, if the companies still simply emphasized the benefit, they can't harmonize the diversified interests. What's more, they can't supervise the management action properly and can't form the reasonable frame of corporate management. Therefore, the aim of modern company management is to import the corporate social responsibility, take on some obligations to the corporation's third party stakeholders, and base the binary corp-goal to correct the traditional corp-goal.Because of the theoretic research, the relative legislation have gained tentative development. Some west developed countries have written the corporate social responsibility and the stakeholders theory into their articles of legislation, this establishes some juristical base for the protection of the corporation's third party stakeholders'legal rights. But they haven't regulated how the corporation's third party stakeholders should use the judicatory methods to ask the trespassers to give amends. This legislation blank can't sufficiently protect the corporation's third party stakeholders just like protecting the stockholders, the corporation's third party stakeholders still can't use the judicial methods to protect their legal rights and interests. In our country, there are still no regulations about the protection of the corporation's third party stakeholders in legislation and judicatory. Consequently, based on these theories and the practical demands, the author introduces and analyzes how to set up the corporation's third party derivative action in details from the aspect of the theory and the idiographic system design and puts forward some legislative advice, hoping to bring some benefits for the future development of company law.