Shareholder Derivative Litigation System From The Perspective Of Comparative Law

Shareholder derivative action plays an important role in corporate governance. China has formally introduced shareholder derivative action during the reform of Corporate Law in2005. As the instrument is developed and built overseas, Chinese legislators did not settle every details of the instrument right away. Instead there are many specific rules to be set out, which has caused uncertainty in legal practice as well as court application. As a try to suggest ways to fill these loopholes, this paper focused on procedural aspects of the instrument:plaintiff standing, demand requirement and scope of defendants. First of all, this paper introduced definition and history of shareholder derivative action, and comped through the respective rules of the U. S., Germany and Japan. After a study on the collection of real cases during these years, this paper analyzed the rationale and deficiencies of Chinese law, which have led to my humble opinions as how to prove the shareholder derivative action system in China.The first chapter introduced the definition, history and functions of shareholder derivative action, followed by demonstrating the meaning of study on procedural issues such as standing and demand. The second chapter is about shareholder derivative action in foreign countries. U.S. law is selected because it’s the most mature system in the current world and Delaware law and ALI’s view were examined. The relevant rules in Germany and Japan were also discussed.The third chapter is an analysis on current Chinese law. Both regulatory rules and real cases were examined and conclusions were drawn. On the basis of the foregoing analysis, the last chapter focused on the possible improvements China can make.