Study On Shareholder Derivative Action

In this paper, Guangzhou kejiyuan shareholder derivative action is used as an example to show our country's status quo about derivative action. As our study on this issue is much later, it is just on the level of transplanting some foreign countries' advanced experience. In order to grasp it better, I discuss the following questions:Shareholder derivative action clients . In order to prevent some plaintiffs from abusing their rights ,it is necessary to impose restrictions on their trial, such as qualifications (including time and amount of holding share) and subject. Defendants are widely specified in our company law, which include directors, supervisors, managers and even state agency .As for company's rules in trial, it is still an unsettled question either in our country or aboard . I am intended to define it as third party without independence demand right.Pretrial procedure is specified in almost every company law. But one is different from others in many respects.Other shareholders' further right for appeal. Unlike other countries, our law does not require the plaintiff to tell others when he sues. This is very unfair to other shareholders. The suitable thing we should do is to endow them with the right to sue again in some case.Reconciliation and withdrawing trial among the parties. By theory, the parties have the rights to do such things. But considering the unique features of the suit, it is necessary to adopt compulsory interruption by court.Undertaking of risk and attribution of damages. When a plaintiff fails, he should pay damages to company by Tort. But we should tell the differences between the good faith and the wick. If he successes, in general, the company will attribute the damages among all shareholders by their share amount.Incentive mechanism to plaintiff. Plaintiff should pay attorneys' fees and other fees at first. Then if he fails in the trial, he should pay damages to the company. In order to encourage him to sue, he should be paid back the above fees.Bond System. By law, defendants have right to demand the plaintiff to provide bond. It 's intention is to restrict plaintiff from abusing rights by using economic way.