Study On Shareholder's Representative Action

Shareholder's Representative Action is an important legal system to protect small shareholder in most of countries. Shareholder's Representative Action provides shareholders of a company with legal means to protect their rights. Where a company's rights are invaded by directors, senior management, or the third party, however, the company doesn't protect its right as quickly as possible, the qualified shareholder, on behalf of the company, could file litigation in the name of himself. Shareholder's Representative Action would help to protect the legal rights of the company and shareholders. Shareholder's Representative Action provides a method to protect the legal rights of the shareholders especially to the small shareholders.The company law of China amended on October 2005 added the rules of Shareholder's Representative Action, which stipulated that the qualified shareholder of a company could file litigation in the name of himself under certain legal conditions, so the Shareholder's Representative Action have established in our company law system. The Shareholder's Representative Action in the company law of P.R. of China is a good means to protect the rights of small shareholders, which is the important development of Chinese company law system. However, since Shareholder's Representative Action is new rules of the Chinese company law, we need a deep study on how to understand and use these rules in the litigation related to such actions. So it is significant to have a study on Shareholder's Representative Action in practical areas.In chapter one, the author has a study on the concept of Shareholder's Representative Action and its characters, then analyses the significance of Shareholder's Representative Action and idea of Shareholder's Representative Action. In chapter two, the author has a study on the qualifications and positions of litigants in Shareholder's Representative Action by comparative analysis research method. In chapter three, the author has a study on procedure rules in Shareholder's Representative Action by comparative analysis research method, and reveals the importance of Shareholder's Representative Action in balance of encouraging the filing of Shareholder's Representative Action by shareholders and limit to rights abuse of shareholders. In chapter four, the author reviews the introduction, establishment and development of Shareholder's Representative Action in China, and provides suggestions to perfect Shareholder's Representative Action gradually in its process of localization.This paper uses several kinds of methods, such as comparative analysis research method, case analysis research method, historical research method, to have a study on Shareholder's Representative Action. Based on analysis, study on Shareholder's Representative Action in company law, and considering domestic and foreign legislation and judicial practices, this paper is intent to provide suggestions to perfect Shareholder's Representative Action, and contributes to the development of such action system in China.