A Study On Shareholders’ Derivative Action

It is of great significance for china to introduce and improve shareholders’derivative action, a litigation system of corporate law which has been commonly exerted in almost all the major countries in Anglo-American legal system and Continental legal system. It is evident that shareholders’derivative action contributes to corporate governance and stock market regulation.The minority shareholders’right protection has long been an issue theoretically and practically. There are cases of controlling shareholders and management infringe on minority shareholders’right with their position, and it is shareholders’derivative action that serves the investigating mechanism, balancing the right of minority shareholders and the core power of company.However, we should keep in mind that the establishment of Shareholders’derivative action in China is just a first step in a long journey, because Shareholders’derivative action is firstly established in "Company law", with no relevant supporting legal system. The effect of shareholders’derivative action actually is limited in legal practice.With the concern to support the fulfillment of civil liability of security, this paper discusses how to establish relevant systems and measures to adapt to the growing up of Shareholders’derivative action in our country, so as to guarantee minority shareholders’ right and strengthen the legislation in our country.The content of this paper is as follows:Part Ⅰ is the introduction; Part Ⅱ is the nomological discussion of shareholders’derivative action; Part Ⅲ is the significance of shareholders’derivative action to security civil liability; Part Ⅳ is the legislative construction of shareholders’derivative action; Part V is the conclude.This paper’s innovation is to discuss the role of shareholders’derivative action in the legal environment in china and improve the security civil liability perspective. The topic of this paper close to reality, concerns the phenomenon widespread in the society. But there are some loopholes in the law ignoring them, which makes the issue really urgent to tackle. Taking the defects of Company Law, the Security Act and Civil Law into account, there is a discussion about how to effectively protect minority shareholders’right.