Shareholders Derivative Action Research

The shareholder's derivative action is a new rule which is explicitly stipulated in Article 152 according to our country new law of corporation., aiming to protect the small shareholders'and corporations'rights and interests. It is an effective relief mode to protect small shareholders; rights when corporation suffer infraction without suit. Although Article 152 has made concrete regulations such as the qualifications of plaintiff, pre-suit procedure, examination and approval of pacification, which has entitled the irreproachable shareholders to lodge a derivative action. The new corporation law only put forward an amendment clause, which is regarded as a fundamental rule, so many more details need to be perfected.This article is mainly about the basic theory of the lawsuit system ,including the legal principle theory of law foundation, and distinguishes between the shareholder's derivative action and the direct action and the litigation with subrogation ,in order to emphasize the meaning of the necessity and great significance of this system. This article focuses on the analyses of the litigant of derivative action, the status of company and other shareholders in the litigation, pre-suit procedure and its exemption cases and security for expenses in derivative suit .Through comparing with related legal regulations derived from Common Law System, Japan and Taiwan ,the author presents many suggestions ,both on the legislative and interpretative level, and from the viewpoints of corporation law and civil procedural law ,with reference to continental law and balance law. This thesis may help to diminish the academic gaps in this field in china as well as improve its feasibility legal practice.