The Improvement Of Shareholder Derivative Action Of System

In China, the "Company Law" was established in1993, company law can’t protectminority shareholders. The company’s minority shareholders are in a relatively weak position.But with the rapid development of market-oriented economy, the company (especially Co.,Ltd.) internal control were against the legitimate rights and interests of the company andminority shareholders, in1993, Companies Law hadn’t built Shareholder derivative action. Inorder to regular China’s market economic order, in2005, China revised the "Company Law",established a system of shareholder derivative action.The shareholder derivative action was born in foreign country. This system can protectthe interests of the shareholders, to maintain the right balance of internal. Especially, it canprotect the legitimate rights and interests of the company’s minority shareholders. Manyscholars believe that a shareholder derivative action should play an important role in corporategovernance. But in fact, t it has different understanding and application in different countries,in China’s current economic situation, how can make the shareholder derivative action moreeffectively, it became the most important question. Although we have shareholder derivativeaction system, but its provision is too principled, there are many gaps in the interpretation ofthe concept and procedures of operation, it results in many drawbacks, in judicial practice.Especially, the rights of minority shareholders are not protected.This paper introduces the basic theory of the meaning and characteristics of theshareholder derivative action, and further elaborated in the establishment and development ofthis system in our country, drawing on the two legal systems of major countries and regionsshareholder derivative action legislation, pointed out that the lack of legislation, discussed toimprove our shareholder derivative action.Divided into four parts: The first part introduces the concept of shareholder derivativelitigation action, features and functions; The second part outlines the establishment anddevelopment of our shareholder derivative action system, the third part analyze shareholderderivative litigation system and its unreasonable,; fourth part introduces the improvement ofthe shareholder derivative action, through discussing the theory and practice of foreigncountries, the author suggest that these programs should be built to encourage the operation ofthis system in our country.