Shareholders On Behalf Of The Litigation System To Study

Modern Company gradually transits from "Assembly-of-shareholders Oriented" to "Board-of-Directors Oriented" , which made board of directors play a central role in decision-making and management of the company. Although the board of shareholders is the authoritative structure of the company in name, the restrictions of its operation mechanism lead to its increasingly weakened status in the company. Since the major shareholders are usually directors and supervisors of the company, illegal operations of the directors and managers, or the third party's violation of the company's interests exist widely in practice. However, board of directors get slack at accusation can cause the losses of the minor shareholder and the company' s interests. Then all the nations established the shareholder representative litigation system in succession in order to confront the harm done by the major shareholder and the managerial structure to the minor shareholder and the company.This paper focuses on the shareholder representative litigation and makes further study on it. The first chapter of the paper mainly introduces the basic theory of the shareholder representative litigation, including the concept, origin and the basis of accusing rights, features and meaning.The second chapter of the paper studies on the subject and object of the shareholder representative litigation system. In the discussion of the subject, the paper has a detailed description of the qualification of the accuser; the qualification of the defendant; the status of the company and other shareholders in the litigation respectively. As any other system, the shareholder representative litigation system is a double-edged sword, which can maximize the protection of the company and shareholders' interests when correctly used. On the contrary, it can interfere with the normal operations of the company' s management, causing harm to the interests of the company when abused.The third and the fourth chapter have respective discussions on the restrictive measures and incentive mechanism of the shareholder representative litigation. By comparing Company Law of other nations and regions, the paper concludes some concrete systems as prepositive procedure system, restriction on the disposition of the accuser, litigation costs security system, the compensatory responsibility of the accusing shareholder, the economic compensation mechanism, venture sharing mechanism, proportional individual compensatory claim system, and preferential policy of accepting litigation cost, etc..Through the comparative analysis of the four chapters above, the fifth chapter puts forward the proposals of improving the legislation of the shareholder representative litigation system in our nation. On the basis of analyzing the Article 152 of Company Law of our country, the paper brings forth nine legislative proposals which reduce the difficulty of litigation lodged by shareholders, make the company' s status clear in the litigation, and also play the "obstructing" role in the prepositive procedure system.