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Study On The System Of Shareholders Derivative Suit From The Angle Of Corporate Governance

Posted on:2008-01-15Degree:MasterType:Thesis
Country:ChinaCandidate:Y B DuFull Text:PDF
GTID:2166360218960741Subject:Economic Law
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The system of shareholders derivative suit is such a corporate system for minority shareholders to investigate the civil responsibility of corporate insiders for infringing corporate interests, and thereby to supervise the insiders. Originated from Britain and America, the system becomes an important corporate system all over the world today. However, for study on the system, most of domestic scholars mainly concentrate on the procedure, yet seldom from the angle of corporate governance. In fact, as an important supervision system, the shareholders derivative suit has a deep influence on corporate governance.This dissertation consists of three parts of preface, main body and conclusion. As an introduction, the preface beginning with an analysis of the provision of Article 152 of Company Law, points out the important conjunction of derivative suit and corporate governance and establishes the analysis method of the dissertation. The main body consists of three chapters.Chapter one spreads the analysis of the basic problems of corporate governance and the shareholders derivative suit system, the main purpose of which is to demonstrate that the defect of the corporate inside governance mechanism is the necessary logic result of shareholders derivative suit, with an analysis of corporate governance status quo in China.Chapter two begins analysis around the relations between the shareholders derivative suit system and corporate governance. On one hand, by analyzing from macroscopic to microcosmic, it probes into the special systematic function of shareholders derivative suit in the corporate governance structure, as well as the negative effect of shareholders derivative suit recovery to the corporate governance perfection and to the defendant of controlling shareholders and supervisors. On the other hand, by the discussion of two groups of relations--one between the legal suable nature and the shareholders derivative suit system and the other between corporate power balance and the shareholders derivative suit abuse, it demonstrates that corporate governance has the effect to limit the system value and function orientation of the shareholders derivative suit.Chapter three mainly discusses the problem of judicial application of the shareholders derivative suit system in China. Probing into system circumstance and litigation culture in our country, it ends up with an conclusion that it should be the basic judicial policy stands to encourage the suit. Furthermore, the writer takes the conclusion as a foundation to make a suggestion for the shareholders derivative suit judicial application.In the conclusion part, the writer reviews the contents of the main body and accounts for the possible deficiencies of the dissertation briefly.
Keywords/Search Tags:Corporate Governance, Shareholders Derivative Suit, Judicial Application
PDF Full Text Request
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