Research On The Shareholders' Representative Action

Shareholder's representative action(SRA) is a significant system in the corporation law.It's not only an important method for protection of the lawful rights and interest of minority shareholders,but also a way to remedy the autonomic defect of corporations.So it is acknowledged by corporation legislations of majority countries in the world.But the clause of the SRA is very simple in the new Company Law in our country.For the reason,this thesis attempts to provide some legislation suggestions on the construction of the SRA.The article adopts the route of research from macroscopic to microcosmic and the way of comparative law to study the history evolution,characteristics and some practice of the SRA.It settles the origin,the longitude and the latitude of the SRA system.The full text altogether can be divided into three parts:introduction, the main text,the concluding remark.Main text is included four chapters.The first part is the origin of the SRA system.It mainly focuses on some basic issues.It traces the history and development of the SRA and reveals the conception and character of it.The second part demonstrates the longitude of the SRA.The derivative action as the judicial power getting involved in governing of company has become apart of the outside company governance.So it is important to keep the balance of the judicial power and company's proper operation. Third chapter makes the latitude of the SRA.Through comparing foreign and the local legal system,it explores two aspects in the protection of the petty shareholder rights and interests.The fourth chapter is the main part of the thesis.It discussed how to construct the system of SRA in our country.It realistically explores our country's shortage of legislation and current difficulties on SRA.And then proposes the basic principles of establishing the system of SRA and brings forth the author's opinions of perfecting the legislation in this aspect.