The Taped Research Of Shareholders’ Direct Litigation

The birth of company system, causes farther influence than the industrial revolution With the continuous development of the system, the shareholders and the shareholders’ rights also gradually are known, the protection of shareholders’ rights increasingly prominent. Therefore, the company law of our country as well as other countries made much company legislation. However, in the protection of shareholders’ rights, how to make the system of company law into the practice of the company law become a complicated problem. Shareholder’litigation is an important way to protect shareholders’ rights, and shareholder litigation system is the most basic and direct way for shareholders’ rights protection. Shareholder litigation system including shareholder’s direct litigation system and the shareholder’s derivative litigation system. With the rapid development of economy, relative to the system development of equity protection system needs, our country’s shareholders lawsuit system is still imperfect. This paper mainly devoted to discuss and perfect the shareholders’ direct lawsuit system on the basis of theoretical research.In addition to the introduction and conclusion, this paper consists of three chapters constitute.Chapter one:the meaning of shareholder direct litigation and its legal basis. Section1introduces the concept and characteristics of shareholder direct litigation, and the difference between shareholder’s direct action and shareholder derivative litigation, make a foundation for clear shareholder direct litigation legal. Section2from the shareholder litigation right theory, the author discuss the suit right of the shareholder direct litigation of substantive law sense and the procedural law sense. And then the author analyzed the company mode of governance and ownership structure in our country, the author state that internal governance of corporate is difficult to efficiently solve the dispute, but the exteral governance law can. And there are three ways to prevent and solute company disputes. Finally, on the basis of detailed analysis of the principle of capital majority,the author put forward some innovative suggestions to perfect the shareholder direct litigation system. Chapter two:the history of the shareholder direct litigation and foreign legislative status quo. section1,Using historical analysis and comparative analysis, the author respectively analyse the shareholder direct litigation’s developing course at home and abroad,and then the author comb the shareholder direct litigation system in several typical countries development to seek the deficiencies and improvement Suggestions in the development of the system. Applying dialectical analysis and logic analysis in section ii of this chapter,the author sum up the shareholder direct litigation legislation present situation of foreign countries in order to provide the reference for the relevant legislation in our country.Chapter3:the analysis of the shareholder direct lawsuit. in the comprehensive consideration of the present situationof foreign shareholder direct litigation system legislation and on the basis of present situation of our company legislation, the author analyse the shareholder direct litigation system in our country from four aspects including the cause of action of shareholder direct litigation subject qualification, the statute of limitations,the lawsuit expense guarantee rules and put forward innovative suggestions.Section1the author define several typical shareholder direct litigation in the judicial practice in our country, including resolution proceeding the shareholders’ meeting or shareholders’ damage compensation lawsuit, litigation of shareholder’s right to know, and the company dissolution proceeding. And then the athor analyze the cause of action of four kinds of typical case, and points out some shortages of our company legislation in several of the above procedure as prescribed.Section ⅱ, the author discusse the parties of the litigation subject qualification. According to the principle of shareholder direct litigation to protect minority shareholders, the author mainly analyse the defect investment shareholders and original shareholders, new shareholders and dormant shareholders’ qualification.In the third Section and fourth Section, the author discusses the shareholder direct lawsuit statute of limitations of the rules and the lawsuit expense guarantee rules.