On The Legislative Perfection Of Shareholder Representative Action System In China

The shareholder representative litigation system as a special type of civil litigation, there are many legal proceedings is different from other general civil litigation. Shareholder representative litigation originated from the British court of Chancery, has a long history, now, the world has established a shareholder representative litigation system in legislation. However, shareholder litigation on behalf of the establishment of China’s time is not long, is one of the highlights of China’s "company law", since its establishment in China for a short time, so in principle, and the design of specific system there are still some imperfections, such as the shareholder representative litigation system in the definition of the party the parties in the shareholder representative litigation status, litigation pre procedure, specific provisions to pay litigation costs and litigation guarantee system etc.. These ambiguities are not perfect and need to be clearly defined and discussed.In this paper, the combination of domestic and foreign legislation and judicial practice of domestic legislation based on the application of the shareholder representative litigation system and perfecting suggestions are put forward. The main point of this paper is the shareholder lawsuit system is a system based on public shareholders the right to exercise their rights, "representative" and "derivative". It is a system of shareholders of the company derives from the company, only to meet the basic pre program on certain, can be sued by the shareholders of the company. The shareholder representative litigation system plays a very important role in the protection of minority shareholders’interests and the interests of the company. According to the provisions of China’s current "company law", the qualification of shareholder lawsuit filed shareholders must comply with the law of the relevant law, shareholders of the limited liability company has no requirements, but for the shareholders of the Limited by Share Ltd only to meet the provisions of shareholding period limit and proportion of shares after the lawsuit may be. According to the existing "company law" provisions, all against the interests of the company, whether the company’s directors, supervisors and senior management personnel and other third people as the defendant, embodies the principle of protecting the interests of minority shareholders. In the lawsuit, the company in the third position, the shareholder representative litigation jurisdiction of the court by the company. Our country also provides security in litigation system.This paper is divided into five parts, the first part is the preface, briefly introduces the shareholder representative litigation system; the second part is an overview of the system of shareholder representative litigation system, and describes the concept of shareholder litigation on behalf of the development, properties and characteristics; the third part mainly introduces the legislative status of shareholder representative litigation system of our country, and defects there, including the parties of shareholder representative litigation system is introduced, and the pre procedure, litigation costs and other aspects of the introduction; the fourth part introduces the foreign related national regulations on shareholder representative litigation system. Based on the study in the United States as the representative of the Anglo American law system and continental law system represented by Japan on the introduction of these provisions of the state on behalf of shareholders litigation system, in order to establish the shareholder representative litigation system in our country to provide comments and suggestions. Finally, put forward his opinion and suggestion for perfecting shareholder representative litigation system in our country.