Shareholders On Behalf Of The Litigation Theory And Practice

Starting with analysis of its definition and evolution, this article construesderivative action with both substantial criterion and procedural criterion. It is pointedout that the right to institute a derivative action is benefit of collectivity and singleshareholder rather than of individual and minority shareholder, and that there are bothrepresentative and subrogation characteristics in its formality. By comparing with directaction, the features of derivative action in instituting conditions and litigant sequel areconcluded. Focusing on party's system and limiting conditions, the structure ofderivative action around the world is systematically studied. The study shows that wewon't be able to fully protect the benefits of corporations and shareholders except thatour corporate law and code of civil law are in line with each other. The articlesummarizes and analyzes the legislative course and judicatory experience of derivativeaction in China and indicates that the defective law and out-of-order justice havesubstantially restricted the development of corporations, leading to the necessity ofrevising and perfecting our corporate law. Finally, some proposals on improving ourderivative action system are given. In brief, the article mainly adopts the means of comparison, demonstration andlogical deduction. It keeps a close watch on the changes and development in America,England, Japan and Taiwan of China, trying to find some useful experience and rules forour reference. Meanwhile, it pays attention to the latest research achievements homeand abroad in corporation external regulation, seeking the appropriate approach toperfect our derivative action system.