A Research On Shareholders' Representative Action System

The problem of Shareholder's Representative Action is always a top issue in theoretical circles of law and in practice. It originated from the countries of Anglo-American Law System, and it is gradually accepted by the countries of Continental Law System. It becomes the common choice to protect the interests of minority shareholders in the two legal systems. The purpose of Shareholder's Representative Action is to solve the conflict of managers of corporation and the shareholders, along with majority shareholders and minority shareholders. The outstanding value is to protect legitimate rights and interests of the minority shareholders and promote enthusiasm of shareholders on the managing and supervising the corporation. There is no denying that as the economics of our country developing, more kinds of corporation have appeared rapidly. At the same time, there are more and more problems of majority shareholders harming the interests of minority shareholders. In order to avoid this situation, Ten of the 18th National People's Congress Standing Committee approved the revised Company Law on October 27th, 2005. Shareholder's Representative Action is established definitely in the new Company Law, but the details of this system in practice don't get involved. Nevertheless, this amendment on protecting the rights and interests of minority shareholders is a very important step. This thesis introduces the meaning and characteristics of the Shareholder's Representative Action, the differences with the other systems and the history of this system. It also introduces the jurisprudential foundation and necessity. At last, the writer makes a conclusion on the basis of the Shareholder's Representative Action of our country. It agrees to the advantages of this system and suggests some improvements.