Direct Shareholder Litigation System Research

The company system has effectively solved the contradiction between shareholder's investment and responsibility, which leads to the increasing of investing activeness of people. Another successful result is the separation of proprietary right from operating right through the legal person system in company system. But one side-effect of company system is that benefits of medium and small shareholders are always depressed and oppressed by the strong shareholders. The Company Law developing course is the very history of balancing benefit and protecting shareholder rights. Typically, shareholders and other shareholders through internal means to protect their own rights. However, the voice of small shareholders is so insignificant, and the company has become a major shareholder of one-man. Therefore, through the company's internal rules can not provide relief to small shareholders, which requires an external system to adjust, this external system is the shareholder litigation. Shareholder direct action is an important means of safeguarding their rights. Shareholder direct action is a direct benefit of the shareholders for their shares based on the status of all the other violations of the interests of their shareholders who filed the lawsuit. This article will investigate some problems in the shareholder direct action in theory and in practice and put forward some proposal.This thesis falls into five parts following the research order from macro-mechanism to micro-mechanism. Part one as the introduction mainly discusses the theoretical and practical significance of research on shareholder.direct action, summary of research measures and routes. Part two is the fundamental research on theories of shareholder direct action. In this part the meanings and basic attributes of the shareholder direct action are introduced firstly following by comparison between direct action and derivative action, and also the historical development of shareholder direct action is briefly introduced. And discusses the legal basis for shareholder direct action. Part three focuses on investigation of foreign law. In this part, the two legal systems provisions are compared in the qualification from the proceedings, causes of action, limitation. Part four is the main section. In this part, shareholder direct action is typifically analyzed by the different types, including legal litigation of the company resolution, litigation of shareholders'right to know,litigation of corporate deadlock,and equity litigation of compensation for damage in order to identify the problem of current legislation provisions, and make out relevant improvement suggestions about shareholder direct action. The last part is the conclusion. It reiterate again the importance of perfecting the shareholder direct action system by concise language.