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. The protecting activities can be rated as inner relieve and outer judicial relieve. The litigation system of shareholders is the important tool for protecting shareholders' right. As for the direct action system, it has some particular advantages compared with the derivative action, which is in shareholders' good graces.However, there are some shortcomings in the regulations about shareholders' direct action such as too simple and vogue meanings and too narrow applicable scope, which seriously affects the action activeness of shareholders. In reality, it is impossible for the company to develop healthily without the extensive participation of shareholder, it goes without saying the realization of state-owned enterpriese reform by company system. So the modification of the Company Law should focus on direct action system of shareholder. This article first proclaims the fact that the benefit of medium and small shareholders are often violated,then discusses the difference between direct action and derivative action. The legal principle of direct action of shareholders is also probed in this article, thus revealing its significance and value. In the later, through comparing the regulations about direct action system of shareholders in the Company Law among the US, Germany and Japan as well as the related regulations in Company Law of China, this article puts forward some suggestions for constituting the direct action system of shareholder in our country, hoping to make a little contribution to it.