Requirements Of The Application Of The Theory Of Company Shareholder Derived Litigation In Our Country

With the rapid development of global economy, the company autonomy in operationsalso has been obvious, although the"capital majority rule" is scientific, it’s a hidden forthe minority shareholders’ right. Shareholder derivative suit is the basic system ofshareholders’ rights protection, this system in British and American has developed andoperated effectively. Shareholder derivative suit is, if the Senior administrators of acompany has caused any loss to the company due to his personnel illegal behavior, and thecompany delayed in asking for compensation for the losses, the shareholders of thecompany can start lawsuit in the name of the company and require the offenders torecompense the loss. This system can not only effectively protect the rights of the minorityshareholders, but also improve the company’s internal management mechanism. Therefore,in2005, China officially joins the system of the shareholders derivative suit to the newrevised company law. But in our country’s company law, the provisions about theshareholder derivative suit is not clear enough. and inevitably some shortcomings comealong in litigation.This paper is divided into three parts, and the analysis mainly in the applicableelements of our country’s shareholder derivative suit. First of all, a general description forshareholder derivative suit, with reference from case of Qingdao, and learn from thesuccessful experience from foreign countries and analyse the differences of foreigncountries’ legislation; Second, make a analysis of the shortcomings in our country’sshareholder derivative suit system,such as"plaintiff qualification"," the prepositionalprocedure " and "the defendant range" in applicable elements; Finally, according to theabove analysis, make some recommendations for the existing problems of our country’sshareholder derivative suit system.