On Legal Status Of Company In Shareholder's Derivative Action

The Company Law was considered as the most advanced law in the world by some scholars when it was enacted at the first time. The system of shareholder's derivative action is one of the most important revolutions of this law. But it is regretful that there is no clear stipulation of the legal status of company in The Company Law, in spite of, which ruled plaintiff and defendant in the system of shareholder's derivative action. We must solve this problem in the legal procedure because company is so important in the shareholder's derivative action that it is inevitable to give it a proper legal status.This article is divided into 4 parts.The first part is mainly about the concept and properties and the parties system of the shareholder's derivative action. There are three properties: firstly, it's oneness of two actions; secondly, it denies the legal personality of company; thirdly, the result of the action is altruistical. The paper also introduced the legal status of plaintiff and defendant and the shareholders who had not sued. I place emphasis up on the defects of the legal system and the melioration that is possible.The second part is mainly about the legal status of corporation in shareholder's derivative action. In this section, I begin with the question that whether can we solve this problem in the existing procedure framework. And the answer is no, because we can not resolve the theoretical contradictions. On this basis, the author starts to construct a new model, which discusses the problem respectively on several situations. The paper goes farther on what rights should had and obligations should assumed by the company. This makes the status of the company more specific.The third part is on the judicial intervention in behavior of company in the action. Firstly, the necessity of the judicial intervention, that the improper behavior of the company that may injurious its own interest, is related to. Then the author makes suggest that we can construct new system, learning from American institution concerned, which sets an organization on behalf of the company in procedure. The judges'authority of judicial review and active investigation may also conferred by law.The last part is about the effect of the judgment of shareholder's derivative action to company, which is the res judicata on company and how to divide the benefit and disbenefit between the shareholders and company. The emphasis of this part is how the res judicata of judgment expands to company although it's not party of the action.