Our Shareholders On Behalf Of The Litigation System To Build And Improve

The companies in current economic society play irreplaceablely important role in the independent legal personality and high efficiency operating mode, the ownership and operating power of the company separate while the company developing, especially limited companies appearing, the shareholders of the controlling companies, directors, managers and the other major executives often infringe the companies interest. In order to stop the infringement of the shareholders of the controlling companies and the major executives, the action of subrogation was originated in U.K. and U.S.A, which gives the reference for the legal system perfection of the other countries. In order to perfect the need of company legislation and judicial practice, the newly-revised company law firstly establishes the shareholders'action of subrogation, which undoubtedly plays important role in the perfection of company legislation, standardization of company management and actions, protection of middle and small shareholders and the good development of the companies. But the revised company law only has the principled regulations and rules, lacking the detailed system arrangement, the standardization and perfection in detail are supposed to be further practiced.The essay's logical focus is the Article 152 of the company law and elucidates the detailed operation and the system's perfection of the shareholders'action of subrogation.The essay has five shapters,and the first chapter mainly elucidates the concept, history, nature of the shareholders'action of subrogation, the contrast between shareholders'action of subrogation and creditors'action of subrogation, shareholders'action of subrogation in china company law, which is the base of the next four chapters. The second chapter is about the parties of the action of subrogation, mainly solving the problem of the parties of the action of subrogation including plaintiffs, defendants of the shareholders'action of subrogation, the company and other shareholders'legal status in the shareholders'action of subrogation. The third chapter is the prevention of the abuse of shareholders'action of subrogation, which has three sections as follows: the limitation of plaintiffs'qualification, pre-procedure of action of subrogation and the guarantee of the litigation expense. The fourth chapter is the compensation responsibility in shareholders'action of subrogation, mainly about companies'compensation responsibility to plaintiffs and defendants'compensation responsibility to companies and compensation responsibility for failing shareholders in action. The fifth chapter is about the other procedure operation of shareholders'action of subrogation, mainly about jurisdiction, cause of action, litigation expense, compromise and withdrawal in action, limitation of the shareholders'action of subrogation. The essay gives the detailed rules and regulation for the shareholders'action of subrogation based on the common theory and gives the suggestions for the legislative perfection.The research methods are as follows: contrast and analysis, induction, positivism etc.