Shareholders Directors Litigation Legal System

In modern society,corporation is the most common and the most important mercantile legal person and most important to the social economy development. The base of the corporation existence is the stockholder's investment,so how to protect the stockholder's right and how to encourage their investment is one of the common aims of many country's corporation law. With the stockholder convention center creed change to the directorate center creed,the stockholder's benefit is damaged by the corporation and the directors,so it is more important to protect stockholder's benefit. The system of the stockholder suing the director arises at this moment. After analyses and introduction the system,the author advises to formulate it in our country.The author introduces the concept,the characteristic,the sorts and the nature of the system firstly. Then the author reviews the history of it. Thirdly,the author researches it's function in corporation movement and the renew of the traditional litigation system. Fourthly,the author makes a comparative research. Finally,the author advises to formulate it in our country.The stockholder's direct suit and the class suit is different in the nature,the base of claim right and the proceeding. When the director damages the stockholder's benefit directly,the stockholder can sue the director directly. So,the claim right of the direct suit is based on the stockholder's direct claim right. This kind of litigation has no difference with the common litigation and the common litigation can satisfy it's requirement. When the director damages corporation's benefit but the corporation is indolent in investigating his responsibility by way of bringing a suit,the stockholder can have a class suit in place of the corporation and sues the director directly. So,the class suit is based on the stockholder's subrogation. Because the subrogation is special,the common litigation can not be applied. So,the legislator breaches the traditional litigation theory and design the new system to support the class suit.After the 1719 "bubble bill" in Britain,many countries strengthen the protection to the stockholder right in corporation law and the litigation system of the stockholder suing the director have developed largely,especially,the class suit system is accepted commonly and this phenomenon shows the system became ripe. Now,the system's develop trend are:(1) The base of the claim right become more and more clear,(2) The limit of the standing to sue became widely and more and more stockholders can bring a suit conveniently;(3) The litigant became ripe day by day and it could protect the benefit of the corporation,the stockholder and the director etc.;(4) The protection to the stockholder's right to lodge a complaint trend to internationalization and the countries in different legal systems use for reference each other in legislation and justice.The sense of the litigation system of the stockholder suing the director is that the important function of the substantive norm and the procedural norm of the system. The system endues stockholder with the right to interfere the business of the corporation by way of bringing a suit and supervises the corporation's interior management from the outside. In some extent,the system changed the stockholder's status under the directorate center creed and prevented the corporation abusing the principle that deciding business by numerous capital. The corporation has not to make a choice to control right of the stockholder to the corporation facing to the market economy,but it is not a good distribution and it can lead to confliction between the stockholder and the director. The concept of power democratization need effective limit among the powers. When the corporation aims only at efficiency,the right that the stockholder sues the director cancorrect the distortion on the power distribution in corporation. As the part of the private law,the traditional corporation law has been affected deeply by the civil law. The principle of the basic principle of neoteric civil l...