A Comparative Study On Derivative Actions In Company Law

Derivative Action is an indispensable institution to modern company law. In 2005, the newly enacted Company Law of China incorporated this institution. This dissertation carries out a comparative study on derivative actions in the laws of England, the US, Germany, Japan and China and some recommendations are set out to the Chinese legislation based on the study here. It is hoped that this research may benefit the further development of the institution of derivative action in China.Chapter 1 is an introduction which includes the significance of this research, a brief introduction of source material, the research methods being used and the characteristics of this dissertation.Chapter 2 is on derivative actions in the laws of England. Newest materials from the Companies Act 2006 of the UK are incorporated.Chapter 3 is on derivative actions in the laws of the US. The research here is based on the Model Business Corporations Act 2005 of the American Bar Association (ABA) and the Principles of Corporate Governance of the American Law Institute (ALI).Chapter 4 is on derivative actions in the laws of Germany and Japan. The research here is based on the Stock Law of Germany and the newly enacted 2005 Company Law of Japan.Chapter 5 is on derivative actions in the Company Law of China 2005. A comparative study and analysis is made based on the articles prescribed in the new company law of China and the research in Chapter 2, 3 and 4.Chapter 6 is a conclusion of the dissertation in which some recommendations are set out for the further development of the institution of derivative action in China.