Research On Judicial Intervention In The Internal Governance Of Listed Companies In China

Internal self-government represents the general trend for the listed companies, only its autonomy can boost the morale of stuffs, and it’s crucial to the development of the company. But the power needs balance and constraint, this process is dynamic and diversified, listed corporation’s subject identity and interests are complex, the heart is not necessarily consistent,so that it makes the internal governance more difficult.The revised "Company Law" has to give the company fully autonomous rights, but oversee the internal governance of listed companies appearing failures affecting the maximization of shareholder value, thus it’s need to introduce external forces to regulate.Judicial intervention is a very important national compulsory force, in reality there are more or less involved in the problems, to explore ways of judicial intervention is necessary for the management of listed corporation.Judicial Intervention in the Internal Governance of Listed Companies in China needs to resolve the legitimacy of intervention, the basic question of the degree of involvement, intervention methods. In contrast, the judiciary is prudent expansion, it is modesty, this requires learning the law of developed countries and asked to the West, so as to solve the conflict between the requirement of corporate governance’s efficiency and procedural justice, to improve the proceedings of corporate governance.The thesis is composed of four parts.The first part outlines the judicial intervention in many aspects of corporate governance issues, analyzes the legitimacy of judicial intervention, including the protection of the interests of minority shareholders, to make up for lack of internal oversight, promote cooperation between market players and so on. Then introduces the history of judicial intervention in corporate governance, extending from the first not to interfere in the affairs of the company limited intervention in the affairs of the company during the period to period, in order to give China’s "Company Law" revision process reference.The second part analyzes the limited nature of judicial intervention in corporate governance, in order to do internal relief intervention, but to follow the business judgment rule, to discuss the "degree" of where the judicial intervention:legal review based, supplemented by rationality review; formal examination based,substantive examination, supplemented;indirect intervention based, supplemented by directly intervention.The third part use the way of cases to introduce the presented major problems of judicial intervention in the governance of listed companies are facing, including excessive reliance on administrative supervision, retail investors speculation severe shortage issues such as the extent of judicial intervention, the final analyzes the country, the "Company Law "directly action on shareholders, derived lawsuit, the company denied the appeal provisions of personality and other intervention system, combined with the relevant provisions of foreign to start on.The fourth part of the research studys on the methods of improving the corporate governance of the "Company Law" judicial intervention, followed by a discussion of judicial intervention in the internal governance of the path selection, reasonable boundaries of executive power and judicial power, advocate Securities Litigation Group, and actively introduce non-litigation procedures, etc. It’s useful for the author to clarify thinking on improving the efficiency of our judicial intervention.