Construction Of Some Problems Of China's Shareholders On Behalf Of The Litigation System

Since China Corporation Law was drawn up and enacted, especially in recent yearswhen corporation institution was established and corporation structure became thenuclear of corporation institution, academic circle has often studied the shareholderrepresentative lawsuit. The special structure of our country's shareholder rights alwaysdamage the middle and small shareholder's benefit. In order to further improve thecorporation governance structure and protect the shareholder's benefit, especiallyprotect the middle and small shareholder's benefit, it is necessary to establish theinstitution of shareholder representative lawsuit in our country.In this paper, I discuss the problem from many aspects.In this chapter, the institutions of shareholder representative lawsuits are discussedfrom the following aspects: first, the conception and characteristics of the shareholderrepresentative lawsuits;second, the creation and development of the shareholderrepresentative lawsuits,the shareholder representative lawsuits originated from G.B, butit developed in U.S.A;third, the relevant law stipulations about shareholderrepresentative lawsuits in different countries. We emphasize the qualification of theinvolved shareholder, fore-indictment redress, suitor and defendant of lawsuit, lawsuitwarranty, lawsuit compensation, and other stipulations about the protective measurebenefiting the middle and small shareholders.In this chapter I also describe the establishment of the shareholder representativelawsuit institution in China and we develop this question from many aspects: first, thecharacteristic of the institution of China modern corporation. I emphasize thecomplication of the shareholder's right structure, compatibility of corporation structure.I mainly discuss the formalism and surfacelism of the shareholder representativecongress and large-holder's complete control, the defect of direct board and supervisorboard, and the lack of effective restrictions to managers. I also discuss the necessity toestablish shareholder representative lawsuit institution in China. I manage to explainthat the Corporation Law is unfavorable to protect the benefits of shareholders. Themost important part of the paper is to discuss the establishment of the institutions ofshareholder representative lawsuit in our country. I discuss the suitor's qualification,defendants, fore-program of litigation, lawsuit's warranty ,jurisdiction of lawsuit,lawsuit's compensation and other stipulations.