Study On The System Of Plaintiff Of Shareholder's Representative Litigation System

As an important method to protect the small shareholders' benefits, Shareholder' s Representative litigation system has been accepted by the company laws in most countries and districts in the world .The newly revised company laws has introduced the shareholder' s representative litigation system according to the actual circumstance of our country. It made comparatively definite provision of the restrictions of the qualifications of the plaintiff of the shareholder' s representative litigation system. However, whether this provisions are reasonable, and how to design and perfect the related system which has not been set by the new company law but will certainly been met in the justice practice, is also a task that needs further investigation. As the starter of the carrier of benefit, which start the whole sue procedure, plays an important role. Therefore, it is of significant and long meaning to make a deep research of the plaintiff system in shareholder' s representative litigation.Based on the research achievements of experts and scholars, the author research the questions relative with plaintiff system systematically from four aspects. Except the foreword, t h e a r t i c l e e l a b o r a t e s t h e p r o j e c t f r o m the following 4 aspects:The first part demonstrates the theory origin of the plaintiff s representative sue right. The first chapter analyzes derivative request theory, guardianship theory, benefit theory and so on, explains the theory origin from procedure plaintiff theory. The second chapter analyzes shareholder' s representative litigation right' s character, and finds the entity theory origin. Then the plaintiff s right to make the representative litigation has theory foundationThe second part mainly introduces the plaintiff shareholders' scope that who > can make the derivative sue, discuss if the name-hidden shareholders, non-named shareholders, indirect shareholders , creditors and the corporation' s employees have the right to take representative litigation. The article compares the different concrete stipulations between different counties from four angles: shareholding quantity, shareholding time, the share' s character and the appropriate right to make the lawsuit. At last limits the constitutions the plaintiff can make the litigation. The third part discusses the restrictions on plaintiff s sue right and responsibilities from five aspects: prior procedure system, sue fees guarantees system, plaintiff s evidence propose responsibility, restrictions on reconciles in the suing procedure and fee calculate standard. Then introduces relative stipulations of foreign countries and make suggestions on how to establish and improve these systems in our corporate law. The fourth part demonstrates how the plaintiff undertake the consequences when they win or lost the lawsuit . and the latter part the author discusses the difference between two situations when the plaintiff is malicious and not malicious. The author approves to establish our malicious sue compensation system. The part of concluding remark concludes the article and emphasizes the importance of researching the plaintiff system of shareholder' s representative litigation system.During the procedure of establish relative systems, the author stick to one principle: protect the shareholders' representative litigation right and prevent malicious litigations.