Research On Shareholder Derivative Action In China And Advice Of Improvement

Shareholder derivative action originated from Equity Law in England. Nowadays, it is regarded as one of the most important way of protecting the right of medium or small shareholders. In2005, China’s People’s Conference had passed an amendment of "Corporate Law" which established this law system----Shareholder Derivative Action. In the past7years, it has achieved a lot but also made some mistake. So it is still a long way to succeed to establish a relatively prefect shareholder derivative action。Now, there are still some blank in some aspect. Because of short of supporting legislation in procedural rule, it is hard to take it into practice for people’s court. In fact, its effect is far from the expectation in rectifying corporate management system and protecting the right of medium and small shareholders. The author has to refer to the latest legal draft drafted by The Supreme Court of China:The amendment to Company Law. It stipulates some regulatory rules on the controversy hot topics in the Shareholder Derivative Action, such as Jurisdiction, Security on the Cost of Civil Proceedings and etc. Due to the fact, this thesis plans to deeply study the shareholder derivative action based on the Corporate Law. The writer expects to this thesis can help to perfect this law system.This thesis is divided into three chapters:The first chapter is Brief Definition of Shareholder Derivative Action. This chapter is divided into two units. The fist unit is comparison of similar conception with the shareholder derivative action. It can help to define the meaning and connotation of this law system. The other unit is analysis of the shareholder derivative action; the writer mainly will analyze the two VALUES:Reliving Right in Risk and Check&Balance of Power in Corporate.The second chapter is detecting the history of development of the shareholder derivative action in two different law systems. This chapter is divided into two units: the first is detecting the development history of shareholder derivative action in countries of "common law", the writer will take England and USA as example; The second is detecting the development history of shareholder derivative action in Japan.The third chapter is Analysis of the Core System of Shareholder Derivative Action. This chapter will also bring out some advice on the amendment of this law system. This chapter contains three units, respectively analyzing in three aspects: Demand Requirement before Action, Plaintiff, and Defendant. It also brings out some advice on amending the law system to the aspects.