The Study On The Basic Problems Of The Intra-company Litigation

Company is the important strength of modern economic activities in China. With the number of companies going up sharply and the development of socialist legal system, company interior disputes and internal lawsuit cases have been increasing rapidly. Company internal lawsuit problems should be one of the organic constituents of Company Law, and the related questions should be shown as explicit regulations in company's legislation. Although, mentioned the company internal lawsuit, the theoretical researches nowadays are focused on some particular questions such as derivative litigation,etc, and most of them put emphasis on the introduction and evaluation of the foreign theories and opinions when related problems are met, now the general planning and the comprehensive research are the weak link about the company internal lawsuit. On the judicial practice, our country's existing legislation are mostly lacks of operational legislation for the judicial practice operation. And the Company Law is not so strong. The reasons are the shortage of relatively perfect support of the theory and the misunderstood of the definition, scope and characteristics of company's internal lawsuit. Because under our country's present legislation, the lagging legislation of the company interior lawsuit question has already influenced the justice and time reliability of the case, and this brings lots of difficulties to the research of relative cases and even be kept out by the court. This situation seriously influences the company's normal operation and the harmonious development of social economy.The author believes, company's internal lawsuit is defined as a litigation which based on corporate governance relationship, this litigation happened among the inner members in the same company such as shareholders, directors, supervisors, the board of directors, the board of supervisors and the inner organization in the company or in different companies. In other words, company's internal lawsuit is based on corporate governance relationship, take the inner members in the same company (include the company's shareholders, directors, supervisors and other higher managers) or inner organization (include the board of directors, the board of supervisors) and this company as the same litigant.Company's internal lawsuit has two substantive characteristics: Firstly, company's internal lawsuit is a kind of litigation which happened in a same company, in general, the litigant belongs to the inner member or the inner organization of the same company; Secondly, company's internal lawsuit is a litigation which based on corporate governance relationship. It will not be a company's internal lawsuit if one of the characteristics is missed.Company's internal lawsuit can be divided into different segments according to different standards. The usual types are as follows: the invasion of the shareholders'rights disputes, the higher manager's invasion of the company's rights disputes, the invasion of the creditors of company disputes, etc.Company's internal litigation has some basic characteristics. The first one is the limitations of litigant. In one case, litigant always belongs to the inner member or the inner organization of the same company, perhaps one side is the company, but it is rarely that a member who is not an employee nor a unit as a litigation. The second one is the particularity of the capacity as a litigant. According to our country's civil law and procedural law, some of the litigants are not qualify the regulation. The third one is relativity between the disputes and the structure of corporate governance, and these disputes must be the disputes which based on the corporate governance relationship. The fourth one is the contradictoriness between the lawsuit role and the lawsuit benefits. From the surface, the lawsuit company is opposing to the plaintiff shareholder. However, from the substance, both of them are in accordance in the lawsuit benefits. Besides, these litigations have some particularity in process of lawsuit, the standard of lawsuit and the result of the lawsuit.In term of the effects, the effects of company's internal lawsuits have two sides: one is to compensate the defective of the control structure of the corporate juridical person, through judicial intervention to rebalance the deploy of the company's internal power. The other one is to rebalance the conflict of the benefits among the inner members, inner organizations and different companies, especially the benefit conflict between the shareholders and the higher managers and the large shareholders and the minority stock holders, order to recover the normal operation of the company and to promote the development of social economy.The comprehensive research of the company's internal lawsuits has some theoretical evaluations and some practical significance. The first one is helpful to complete the company law's theoretical system further; the second one is that it might provide theoretical supportive of company law's legislation, and can provide theoretical instructions for company's internal lawsuit about the relative judicial practice.