Research On The Party's System Of Shareholder's Representative Action

Shareholder's Representative Action,also termed Shareholder's Derivative Action,refers a form of action which the shareholder in his own name brings an action againstthe infringe for the interests of corporation and the compensations gained from the suitbelongs to the corporation when the interests of corporation are infringed on and the body refuses or fails to invoke the right to suit which should exercise it.The system of Shareholder's Representative Action has been definitelyprovided in the new Company Law passed on Oct.27thin 2005 and it will play a significant role in safeguarding the rights and in assuring them to effectively supervise on the operation and in perfecting the administrative structure.However,we are sorry that some relevant provisions are too principle especially in the rules about the Litigants. The article mainly analyzes the comparatively typical and perfect system of shareholder's Representative Action of foreign countries by means of comparative method and at the same time reflects on the shortage of legislation of it.The article is composed of five parts.The first part is mainly about the conspectus of the shareholder's Representative Action , introducing shareholder a representative the concept, characteristic of the litigation, analyzing entity a controversy of the relation person and shareholder represent the relation of litigation the party concerned.The second part is mainly about the plantiff system.The part first investigates the argumentation of western countries on the plantiff system and makes a brief evaluation of the legislation in our country. France Legislation could supply references to our country if we adopt the way of qualifications on the plantiff that the relative and absolute amount of stocks are both considered. Such a way can encourage small shareholders to go to court for the company's benefit.In the third part the author analyses the scope of defendant. The author approves of wide in range defendant scope that takes the American legislation as the foundation.Meanwhile,the author points out that the directors, supervisors,and other managers of the subsidiary company can also be the defendant.The forth part is the discussion of question of the company's status in the suit.The author introduces means of America,England and Japan.And he also analyses all the viewpoints in our country.After a particular analization,the author points out that the company does not belong to the Party in the suit but it can be considered a relative privy C.And the company can join into the suit as a"privy".The problem of other shareholder's status is analyzed in the fifth part which first introduces legislations in the United States and Japan.The author thinks that we should learn the experiences and encourage other shareholders to attend Shareholder's Representative Action only if they acquires pemission from the Court.The law should guarantee their rights of knowing what happened,and should allow them vote their representatives for the suit.