The Derivative Action In The Sight Of Corporate Governance

The system of shareholder's derivative actions as a special remedial measure for shareholders, is described as the combination of subrogation and the derivative action .The subrogation refers to the stockholders who take the place of the company as the plaintiff to claim the compensation of violation. The derivative action is defined as some stockholders representing all the stockholders to take part in the action and the result will be binding to the all. The derivative action's system plays an important role in maintaining the company's interest and promoting the stockholders'enthusiasm to supervise the managers. As a result, it has become a hot topic in the process of Chinese Corporation Law revision . Fortunately our new corporate law has stipulated it last year. Meanwhile, it also attracts great concerns from the practical field. By introducing the comparative foreign systems and analyzing the domestic theoretical standpoints, the author tried to propose some suggestions to perfect Chinese corporate law for practical use.The thesis is composed of four parts as follows:The first part is the introduction of the derivative action's outline, including derivative actions'basic meaning, historical development and the difference between it and direct actions . The second part is about derivative actions'theoretical basis and the system value. The purpose of derivative action system lies in solving two conflicts in the company and perfect the structure of corporate governance.The third part is the concrete introduction of the derivative actions'structure. The main aim is to find a balance point between effectively supervise and excessively sue.The fourth part brings forward some suggestions in perfecting our country's derivative actions'system. Hoping that this system will play an important role in protecting the minority shareholders'interest.