Theory Of Shareholder Representative Litigation System In China And Its Perfection

Shareholder representative action, as a new system of new coporation law,research intheory and pratice,will make coporation law perfect and developing.As we all know,shareholder is the basis of corporation,also the main person of relatedinterst of corporation,to protect the legitimate rights and interests of shareholders is thebasic task of the corporation law. The history of corporation law is gradually the history ofimprovement of protection level of shareholders rights and interests.in the basis ofprinciple of capital majority in corporation law and the shortcoming of corporation legalperson management structure, the rights and interests of minority shareholders is oftenhurted by majority shareholders and managers of corporation.it is necessary to maintain theminority shareholders legal rights and interests. In most of protection system of the rightsand interests of shareholders, shareholder representative action system have ownfeature.the system derived from the England, and then developed in the U.S.A, and nowhas been accepted widely in countries all of the world.it plays an important role to maintainthe shareholders legal rights and interests.It is also regarded as the genius invention inThe Common law contry.Although the system has long history in foreign nations,it is established in article1152of revived corporation law until2005in china. The new law has writed definitelythe plaintiff’qualification,defendant,pre-program and so on,it provided legal proof for theminority shareholders to protect own the legitimate rights and interests and became theperfect feature of the new law.however,we could find by careful study that,some relevantprovisions in new law are too principle,mainly writed by the prospect of the corporationmanagement,not by the prospect of civil action, this new-type system is impractical in ourjudicial practice,it has not reached the effect.it is the time for the improvement of thesystem.Shareholder representative action system is new system in our revived corporationlaw,in order to exercise in our judicial practice,it not only needs the evident provisions innew law,but also needs the rules of program to maintain and co-operrate.in currentstudy,there is little study by the prospect of the program law,it provides some space forfurther study to author.the paper mainly adopted comparative and historical method,by theprospect of cooperation corporation and program law, according to the provisions ofcorporation law andThe practice of civil action and corporation,the author also compared and adopted the perfect act and judicial practice of shareholder representative actionsystem of foreign nations and reflects on the shortage of legislation in our country in orderto make author’personal coutribution to provide the better suggestions to better the systemin china.