Prevention Of The Misusage Of Shareholders' Representative Action

As the establishment of Shareholders'Representative Action System by the Company Law,the main tendency is to encourage raising the Shareholders'Representative Action, in order to protect the interests of Minority shareholders,but here the Author will study on the Prevention of the Misusage of Shareholders'Representative Action.It doesn't mean the Author's suspect about the tendency, but it is undeniable that the Prevention of the Misusage of Shareholders'Representative Action should be in consideration during the establishment of the System.As both the theory and the practice have proved that the Misusage will exist during the course the action with no doubt.So it is necessary to prevent the misuse for the action to work sufficiently and rightly, even this is just a small part of the system.The thesis has been divided into four parts to study the Prevention of the Misusage of Shareholders'Representative Action:The first part is about the analysis on the necessity of the Prevention of the Misusage of Shareholders'Representative Action .It studys the theories of law and the legislation in and abroad apart. To begin with the study on the reason both inside andoutside refered to the aspects of the law theories ;then the article analyze the legislation about the Prevention in and abroad(emphasis on the legislation of Janpanese ) to assure the necessity of the Prevention of the Misusage of Shareholders'Representative Action .The second part mainly analyzes the means of the Prevention of the Misusage of Shareholders'Representative Action at"before the action"stage.As have been stated clearly in the Company Law, the qualifications of the plaintiff,Prior procedure of thesystem need no more discussion in the author's opinion.So the emphsis here is on the confines of the defendant and the variety of count, which have space in the legislation and need more analysis to make them clearer.The third part mainly analyzes the means of the Prevention of the Misusage of Shareholders'Representative Action at the stage of raising the action.It studys Security for expenses in derivative action,The business judgement rule,forbiddance of the advertisement before the action and The right of court to rebut the action in particular cases respectively.The fourth part mainly analyzes the means of the Prevention of the Misusage of Shareholders'Representative Action at the end of the action.The method to calculate Fees of the lawsuit and the responsibility in case that the plaintiff/ the defendant wins the lawsuit have been discussed in this part, and the specific method to prevent the Misusage of Shareholders'Representative Action has been supplied.The author hope the thesis can be helpful to the Prevention of the Misusage of Shareholders'Representative Action,furthermore, to the better protection of the interests of Minority shareholders .