The Study Of Defendant In Shareholders' Representative Action

The revised Company Act of our country establishes the Shareholders'-Representative-Action regulation and draws a definite scope for the potential defendants. But the definition remains rather abstract and obscure, thus making it difficult to apply in practice. With the gradual frequency increase of the real cases of shareholders'representative actions, the determination of the defendants in shareholders'representative actions will become an important issue of academic interest. The thesis raises the question as to how to determine the defendant in a shareholders'representative action by presenting a case, followed by a brief introduction of shareholders'representative actions and their defendants. After analyzing the legislation cases and different academic viewpoints concerning the scope of defendants in shareholders'representative actions both home and abroad, we suggest that the scope should be borderless, that is, any entity that does harm to the company will be listed as the defendant of a shareholders'representative action. In order to be complete, clear and convenient in legislation, the defendants in shareholders'representative actions should both be listed and generalized. The paper focuses on the reality in our country's shareholders'representative actions whose defendants are always certain entities of complexity. A more detailed analysis is given to the cases when proprietary shareholders, directors, higher-ranking administrators and sponsors are the defendants. In the end it elaborates on the present legal provisions of the defendants in shareholders'representative actions and presents some advice on perfecting related laws.