The Establishment And Perfection Of Shareholder Representative Litigation System In China

As a key system to protect the interest of corporate shareholders with a small sum of shares in corporate law, shareholder representative litigation system has not been established in China for a long time. Although the revised corporate law has provided a primary structure for this system, it is far behind the practical standard and can not meet the social demands. With reference to the foreign legislative experience and the actual situation in our country, the paper centers on establishing and perfecting this system with consideration to the real circumstances, litigant system, expense and security for expenses, amends system, programs to be interrelated and restraining system.Combined with the foreign countries'legislative advantages and China's legislation situation, chapter 1 discusses the urgency and practical significance for the establishment and perfection of shareholder representative litigation system in China.From chapter 2 to 7, the paper focuses on several basic rules for shareholder representative litigation and provides some advice for its perfection in China. Chapter 2, gives the reasons for lawsuit, which is a focus topic for suit cases, such as existence of the improper act and prepositional procedure indicating that shareholders must apply for corporate to sue first. Qualificatory limitation for plaintiff, the range of defendants, the legal status of other shareholders and corporate in the suit is discussed in chapter 3. From chapter 4 to 6, the paper discusses the economic suit system for shareholder litigation from three aspects. Chapter 4 emphasizes that the distinction should be made between the shareholder litigation and the common property case in the counting of litigation costs, and discusses whether the charges for the lawyer should be counted as the expenses. Chapter 5 presents the definition, aim, development and the prospects for quoting in China of the security for expenses in derivative action. Chapter 6 describes the damage responsibility under both conditions that plaintiff recover or lose. Considering the specific characteristics for shareholder representative litigation, chapter 7 discusses the shareholder representative litigation jurisdiction, period of limitation, cause of action, counterclaim and combined action, telling that shareholder representative litigation jurisdiction should be exclusive, period of limitation should be longer than the commons, cause of action should be regulated specially, counterclaim should be prohibited, and shareholders'direct action can be combined with it.According to the long-term practice in foreign countries, the shareholder representative litigation is abused easily, chapter 8 chiefly discusses systems designed to prevent the abuse of the procedural rights in the shareholder representative suit. Except prepositional procedure and other aforesaid systems, it advances that corporate and other shareholders may participate in the proceedings, compromise in lawsuit limitation, practice legal processing limitation and other shareholders application or procuratorate lodge protest for re-interrogate, meanwhile, it also advise adopt prompting mechanism in order to make the shareholder representative litigation system play its necessary function to its greatest degree and achieve the following double goal– restraining the improper lawsuit and encourage the shareholder with a small sum of shares to defend themselves legally.