On The Parties System Of Shareholders Derivative Action

The system of shareholders derivative action, as a widely adopted system of company litigation law used in the major countries in Anglo—American legal system and Continental legal system, since it was established in English has great importance in securing the performance of companies’duties, protecting small shareholders in companies especially listed companies and advancing the corporate governance structure. Along with the voices calling for protecting small shareholders rights are rising, the shareholders derivative action is introduced in the revised edition of PRC Company Law, which provides a clear legislative authority for protecting small shareholders rights and interests. But in the juridical practice we have not take the full advantage of this system and in the most situations it was dilapidated regrettably. There are two reasons hereof, on the one hand in the condition of no relevant supporting legal system, on the other hand the legal consciousness of minority shareholders of protecting their legal rights is pales and the relevant provisions of the system of shareholders derivative action is unreasonable and under no condition of stare decisis like the major countries in Anglo—American legal system. There are something for the system to be improved and perfected to assure that the system can play its role well in Chinese judicial cycle and stand well in China’s legal system.In this thesis, based on the explaining of the concept, origin and function of shareholders derivative action, the author analyses the parties of shareholders derivative action. Combining the relevant provisions of our country and other countries the author analyses the qualification restrictions of plaintiff, the scope of defendant, the status of the company in the shareholders derivative action, and give some suggestions on the constructing of the party system of shareholders derivative action. Fully analysis the parties of shareholders derivative action based upon the substantive and proceeding respect for the purpose of advancing the pretension of the entire system of shareholders derivative action.