Shareholder Representative Litigation Incentives

The company has become the main form of business organization in today's society, through the law in the form of financial and human resources such asorganic combination, to achieve the maximization of resource utilization. Investorsas shareholders of the funds invested in company, expect to obtain revenue through the company's goodbusiness. Limited liability of shareholders and corporate personality is independent of the company's two main advantages, but also be able to gather the scattered social resources, the effectiveness of resources concentrated play an important reason. Proceedings are in the general shareholders only for its contribution to the extent that the amount of responsibility to the company, the company enjoys an independent legal personality, independentand shareholders, the company has various organs of corporate matters, corporate interests have been infringed, filed the company's right. However, the economic life and the company's business activities is complicated, especially after the corporatecenters of power transferred to the Board and management by the general meeting of shareholders, shareholders' rights, especially the rights of minority shareholders do not receive adequate protection and relief of social problems fore, major shareholders and board of directors, the management in order to pursue their ownself-interest, prejudice the interests of the company, at the same time control of the company, refused to be investigated for legal responsibility for the damage theinterests of the company, in this case, the law had a breakthrough corporate personality principle of independence, allows eligible shareholders to the company's interests in their own name to the courts, and the shareholders on behalf of the litigation system came into being.The shareholders'representative action, first by the British case law has been fully developed, and later in the United States is to protect companies and shareholdersof the legitimate rights and interests of an important system, known as the'common law countries, a genius invention.'However, in a representative action, the plaintiffshareholders not only to assume a greater risk of litigation, and after winning the practical interests of smaller than normal litigation, which resulted in the benefits and risks of asymmetry. With China's attitude towards the proceedings have been relatively conservative by traditional ideas of Weary constrain, shareholders more a lack of enthusiasm to bring representative actions. To avoid this embarrassing phenomenon, many countries have established the appropriate incentives to improve shareholders to exercise on behalf of the Lawsuit, which makes this system to run efficiently in practice, to play its proper system of value. Our country a new Companies Act was amended in2005, formally introduced shareholders on behalf of the litigation system, however, the relevant laws and regulations are not comprehensive enough, there are many places, the lack ofincentives is one of them. Legislative imperfections caused by a shareholders'representative action is difficult to give full play to the status of the value of its systemin our country, so I believe that China's need to learn from foreign legislative practice and experience, combined with China's specific circumstances, to establish suitable for China shareholders on behalf of the litigation incentives.This paper, mainly through a comparative approach to the analysis of the key elements of the shareholders'representative action incentives, combined with China's actual situation, the Shareholder Representative Litigation incentives to build and improve the analysis and demonstration, and finally put forward reform proposals.This paper is divided into four chapters, the first chapter is an overview of litigation incentives for shareholders on behalf of the Shareholder Representative Litigation incentives analysis of shareholder representatives to the concept of litigation,research the shareholder representatives on the basis of the characteristics and the legal significance of litigation incentives, and described the need for. The second chapter is the analysis of case acceptance fee from the plaintiff eligible for the incentives of the Shareholder Representative Litigation, litigation costs,compensation attributable to pre-program five aspects analysis demonstrated China's Company Law provisions on the shareholders'representative action beneficial to shareholders filed a representative action. Chapter III of the United States and Japan, representing the shareholders litigation incentives comparative study, the Shareholder Representative Litigation incentives in order to build and improve the reference on the theory and practice. The fourth chapter presents the idea of the Shareholder Representative Litigation incentives, including the relaxation of the plaintiff shareholders'qualifications range, and charge the cost of litigation bynon-property cases, and improve the compensation system of the cost of litigation,given the plaintiff shareholders in certain circumstances Claim, as well as the recommendations of the shareholders request immunity in non-emergency situations.