On The Perfection Of Our Shareholder Derivative Litigation

A basic principle of modern company law that company as an independent enterprise legal person, on the company's assets vested with independent property rights, shareholders, although the investment property of a company who acts upon its investment complete, the property is financed with individual shareholders separation of property, when the company's property damage due to improper conduct of others, you should claim compensation from the companies, not by the shareholders to exercise this right. However, the development of the modern company, so there will be exceptions to the principle of a breakthrough. When the others against the interests of the company improperly, the company may not want to mention to maintain Compensation for Damages against the interests of their own, especially the party tortfeasor itself control the company, by its own behalf of the company to sue to be an embarrassment difficulties of the situation, so as an exception, the modern company law countries allow shareholders in special cases on behalf of the company directly to the infringement proceedings, claim their rights. Such proceedings in the national legislation and the theory of practice is called"shareholder derivative litigation."States shareholder derivative lawsuits have experienced a long and tortuous process,and ultimately be established, our country comply with new requirements of modern corporate governance situation, by referring to foreign shareholder derivative action on the provisions, combined with our existing companies in the specific dispute cases, established the country's shareholder derivative litigation, and integrated into company law. However, because of the short-term survival of derivative litigation and socio-economic development factors, the derivative lawsuit system in China still have many deficiencies.This paper attempts to derive the basic theory of litigation, comparative study the historical development of derivative litigation, derivative litigation and thus certainly also true that the face of the positive significance of the negative impact of its value. In addition, the thesis research in the specific methods used an integrated approach to law study. Persist in integrating theory with practice at the same time, using historical methods of inspection, the value of argument method, logical proof law and a comparative approach, the Ge Guo shareholder derivative litigation on the research results more, so come for You Xiao of Chinese Corporate Governance shareholder derivative litigation model and perfect judicial practice. Of course, empirical analysis is essential, through analysis of specific cases, can come to the application of litigation, shareholder derivative litigation about the real value and the advantages at this stage, the drawbacks hinder shareholders derived factors play action and the specific company in China in the judicial practice of the model, the design rules.On the shareholder derivative litigation, the current theoretical circles of mostly developed to determine its history, characteristics and use in practice to conduct feasibility studies. During the national judicial practice, the differences, our different backgrounds, the rule of law resulted in shareholder derivative litigation that exist in the use of specific operational problems. The application of these scholars argue in the hamper, the legislation is not clear in our theoretical study also showed different views of the phenomenon can not be determined centrally. This paper attempts to derive from shareholder lawsuits to start the basic theory and development, and strive to achieve:to be completed by the case of the shareholder derivative litigation, the profound values, once again recognized.Secondly, based on China's legal environment, complete for our corporate governance, economic development, shareholder derivative litigation. Finally, the analysis of the"Company Law"amendment after the shareholder derivative action based on the case, combined with relevant legal knowledge and the status of legislation in our country, our shareholders derivative action on all deficiencies in the proposal put forward to make up for the end to make our shareholder derivative litigation can be improved in real terms, and reflect the impact of the development rights of an era and the important value of corporate governance significance.