On China 's Shareholder Representative Action System And Its Perfection

The company is the important social economic participation body, along with thecompany system gradually developed and perfect, the contradiction between theshareholders and the management of the company also broken up. Small andmedium-sized shareholders own the company’s equity but not directly involved in theoperation, the management of the company is performing sector but the position in thecompany actual operation is significant, the contradiction between the two are oftendue to the asymmetric information, lack of effective communication in managementfor their own selfish interests and harm the company and the interests of smallshareholders, the company and the minority the shareholders couldn’t get effectiverelief. Since the shareholder representative litigation system since the creation of theabove phenomenon eased. In2005the new "company law of the shareholderrepresentative litigation institution of China". Although China’s formal regulation ofthis system in the law, but because of the lack of legislation and practice guidance, theprovisions are very vague, can’t give full play to protect the interests of smallshareholders.By understanding and analyzing of the shareholder representative litigationsystem, this paper attempts to present the shareholder representative litigation systemof our country reality, give reasonable evaluation and suggestions. How to know thelack of shareholder representative lawsuit system of our country, in addition to thelegal provisions and the judicial practice analysis, this paper introduces the othercountries of the shareholder representative litigation system, improvement measuresderived from the judicial practice and the provisions of the law on the change in thecourse of its development. Through comparative analysis and put forward opinions onthe improvement direction of the shareholder representative litigation system in thefuture, the hope for China’s small and medium-sized shareholders can get moresufficient protection, corporation law system of our country will be more advanced,socialist market economy can get long-term development in a better legalenvironment.This paper consists of three parts, introduction, body and conclusion respectively.The text includes three blocks: firstly, a general introduction of the shareholderrepresentative litigation system, in order to more clearly define the system, the systemof shareholder representative litigation and shareholder direct litigation, Corporate Resolution flaws litigation concept comparison, clarify the similarities of these threelegal provisions and different points; It details the shareholder representative litigationsystem of value. Secondly, this paper uses the method of comparative analysis theshareholder representative litigation system in two legal families, focuses on theanalysis of the USA and Germany in the system of the law and its own characteristics,to pave the way for the following the shareholder representative litigation systemdiscussion. The last part is the analysis and suggestions on the shareholderrepresentative litigation system. This part mainly launches the elaboration fromidentified, conditions of use and specific procedures of identification of subject oflitigation, in which specific procedural matters, mainly introduces the representativelitigation jurisdiction, the plaintiff and the defendant bear the cost of litigation costguarantee problem, representative litigation enforcement of judgment and retrialapplication right.