On Shareholder Representative Litigation System

Shareholder lawsuit is that when the directors, managers and other senior staff of the implementation of the ultra vires act or misconduct harm interests of the company, or damage to third parties outside the company interests of the company, due to the board of supervisors or the general meeting of shareholders refused to prosecute prosecution or lazy.When one or more shareholders of the company on behalf of the company against the implementation of other acts of misconduct or to prosecute, successful recovery of the damages directly attributable to the company or interest in a legal system. This system originated in the United Kingdom law, the full development of the United States, most of the world is now under the market economy is an important system of company law.Company Law does not provide for our old shareholder lawsuit, as scholars actively promote the new "Law" to take action on behalf of shareholders of the legislative gaps that make up the system to adapt to a market economy, major shareholders and directors in the specification, etc., and maintain the interests of minority shareholders has a special role, but only 152 provided a legal provision, the provision is not perfect, has many defects, can not adapt to the development of judicial practice. This article describes the relevant issues, and from abroad on the basis of relatively mature, and improve our shareholder lawsuit made some suggestions.Article is divided into four parts:The first part is an overview of the proceedings on behalf of shareholders. This section reveals the shareholder lawsuit on behalf of the meaning and characteristics, investigated the historical development of shareholder lawsuit, and on the shareholder lawsuit and other litigation and other forms are compared.The second part is the main shareholder lawsuit. Discusses the more mature foreign litigants in the system on behalf of shareholders, including plaintiffs, defendants and the company's position in litigation in other aspects.The third part is the constraint mechanism of shareholder lawsuit. Discusses the shareholder lawsuit by the restraint mechanism to compare the merits of the system at home and abroad, in order to prevent abuse of the right to appeal provides the institutional shareholder protection.The fourth part is the shareholder lawsuit on behalf of the other rules.