As the separation of modern corporate ownership and control, how to prevent the opportunistic behavior is vital to the interest protection of corporation,shareholders and creditors, and has a important role in the existence and development of corporations. When the normal operation, the shareholder's derivative action is a important instrument to prevent the opportunistic behaviors and safeguard the shareholder'interests. However, when the companies get into the bankruptcy, it is ambiguous that whether the shareholders can seek to utilize the derivative action to safeguard themselves'interests in china law. So we need to deeper the research of this problem. On basis of introducing the Japanese relevant cases and doctrines, the thesis proves the necessity and rationality of the shareholder's derivative action in corporate bankrupt reorganization proceeding with the four aspects: the role of shareholders in the reorganization proceeding; the nature of the derivative action; the adequacy of bankruptcy administrator suing the companies'debtors; the rationality of shareholders suing companies'debtors.
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