Shareholders Derivative Litigation Legal System Study

The share-holder is a premise for establishment of a company and their rights should be well protected. As the development of company system goes, the adjustment of internal power challenges restriction mechanism and supervision mechanism of a company. The former company law emphasizes on protecting the substantive rights and neglects the protection of procedural rights. There is no legal basis for the share-holders to lodge a lawsuit on procedural law and the application of lawsuit is often not accepted by the law court, which cause the rights of share-holders, especially minority ones, not protected. Shareholder's derivative suit system is written on law as a way to ensure the rights of Minority share-holders by countries. Share-holder's derivative suit is an efficient way of share-holders'rights remedy by lodging a lawsuit and to enhance supervision on company affairs. The new company law has written down shareholder's derivative suit system, which is delightful progress and has significant meanings on the perfection of legal system and management structure of a company. However, we should clearly know that this is just a start and there are still deficiencies. Therefore, further study is required.This essay consists of four parts. The first part introduces what is shareholder's derivative suit system,and derived the lawsuit system development course from the historical origin angle. The lawsuit with the shareholder direct lawsuit comparison to the shareholder the understanding have the very big help. The second part focuses on practical basis of the above-mentioned system's emergence and on analysis of share-holders'derivative suit right by legal principles. This part expounds the protection of minority share-holders and it is supervision failure that conduces the shareholder's derivative suit. At the same time, have carried on the analysis from the substantive law and the procedural law two aspects to the derivation right of suit. The right of suit is one kind of relief right which the shareholder enjoys, when the share-holder's right was encountered violation. The third part is comparative research on national and district laws of share-holders'derivative suit. Set up the different legal regulation to carry on the comparative analysis, summarizes the legislation experience, and proposes the deficiency which in the lawsuit system exists. Fourth parts proposals on how to perfect Shareholder's Derivative Suit system, which mainly divides into two aspects. On the one hand, it is some suggestion to consummate the shareholder's derives lawsuit system in present "Company Law". On the other hand, it is the suggestion which shareholder's derivative suit system in "Company Law" to carry on the coordinated with other legal systems, and mainly discussed "Civil procedure law" coordinated the suitable question with our country. The discussion of shareholder's derivative suit system have the deficiency in the essay, also needed the expert, the scholar further criticizes.