The Company Shareholder Representative Litigation

Modern company's operation is the shareholders send professional personnel as directors, managers and other actual management company business, directors, managers and other management personnel to the industrious obligations under faithful management personnel, if reverses this obligation and make the company by losses in the idle exercise this right, the shareholder may request the company to court for damage compensation lawsuit, when the company refused to shareholder requests, shareholders have brought in their own name, director and manager representative lawsuit management personnel compensation the rights of the company's loss. The question is, what is the company representatives lawsuit legal status? Shall enjoy the rights and assume what action what obligations? Countries legislation on above problems provides different answers to this question, in our company law regulation, practice instabilities around the court's practice is not consistent, it is necessary in theory thoroughly discussed. This paper mainly through comparative study of methods to investigate the United States, Japan and Taiwan etc shareholder derivative action party system, meanwhile based on China's legislative, judicial actual condition of our country, the provisions of the company law is discussed, on the basis of the company in the legal status shareholder's derivative action puts forward amendments. This paper is divided into four parts. The first part: representatives of shareholders litigation overview. In this section will represent the concepts and shareholder litigation briefly introduce and analyze the origin of representative lawsuit shareholders grasping feature, the shareholders representing litigation. The second part of the shareholders representing the plaintiff and defendant in the lawsuit. In this section through continental law system and discusses the major countries of Anglo-American law system, the legislation of shareholders representing the plaintiff and defendant in the determination of litigation. Mainly in the United States and Japan, for example. Part 3: company in the status of representative lawsuit shareholders. In this part, will detail the company shall attend the shareholders' representative lawsuit reasons. In continental law system and common law of relevant national legislation on the basis of comparative analysis, combined with our country's civil litigation related theory and practice, the research in representatives of shareholders lawsuit company status. The fourth part: China's laws on behalf of his company shareholder legal status under the provisions of the shortages and legislative proposals. In our company law only to shareholders of the 152 representatives litigation made sets, its specific content too principle, abstract, and the lack of procedural rules, cause the system operability is not strong. In this section, will from theoretical and practical aspect is studied respectively in our company law on this problem, and the provisions of the shortage of how perfect our country's representative lawsuit system proposed legislation shareholder proposal.