Legislative Perfection Of Party System Of Chinese Shareholder Derivative Suit

When the lawful rights and interests of the company by the controlling shareholder, parent,directors, supervisors and senior management personnel use their authority when roach on, atthis time, the company in order to safeguard their own interests, the company has the right touse the judicial relief in accordance with the law requires the infringer to bear correspondingresponsibility, but, on the other hand there are likely to be the company doesn’t exercisecorresponding negative idle v. his right to appeal. The reason is that the infringer iscommonly have decision-making power to the company or senior management, the companyfiled a lawsuit with the decision whether to start the judicial relief program, and let themfiled suit on behalf of the interests of the company and shall be investigated for their lowpossibility of tort liability, therefore, inevitably lead to a result, damaged the interests of thecompany and themselves and get relief and injures the rights of other legitimate company’sshareholders. Shareholder derivative lawsuit system in our country in2005, the revisedcompany law has been confirmed, but only by a few simple provisions of shareholderderived litigation is a general rule, the lack of specific operating conditions, resulting injudicial practice is difficult to play the role of thought.And more important things is crucially in the newly revised company law regulations onderived litigant system also has some shortcomings, such as the problems of the plaintiff’squalification, the scope of the problem, the company in the litigation in the litigation statusand has not filed the lawsuit status of the other shareholders, the improvement of both as aresult, this article will through shareholder derived litigation of the plaintiff, the defendant,and company and other shareholders of the four roles of analysis at home and abroad relatedlegislation present situation, find out the problems of our country in this respect, perfectrelevant legislation Suggestions. The full text is composed of five parts:The first part mainly on shareholder derived litigation system are summarized. Overallconcept and characteristics of shareholder derived litigation a paper, and then from theplaintiff and the defendant, and company and other shareholders four aspects to our countryat present the problem of the shareholder derivative litigation system of the parties.The second part is mainly on shareholder derived litigation of the plaintiff qualification problem are discussed. Based on the related legislation and domestic legislation of differentcountries and regions compared to find out the deficiencies on the plaintiff qualificationproblem in our country, and on the basis of draw lessons from abroad and in combinationwith the practical situation of our country want to relevant legislative Suggestions, the articlethink it should be the main point of the principle of "ownership" were written to legislation,make changes to the requirement of ownership at the same time, finally to the plaintiffshareholders the subjective good faith of rules.The third part mainly studies the shareholder derived litigation defendant range. Just likethe second part, first from the Angle of comparative law, legislation of different countriesand regions and our country’s legislation comparison, find out the existing problems and putforward to perfect our scope stipulated by the legislation perfect suggestion to the defendant,in this paper, the main view is unfavorable to extend the scope of the defendant is too largeto outside the company.The fourth part mainly for the company, the essay discusses the litigation position inshareholder derived litigation. First at present on the profession the view about this problem,and then analysis of main countries of two important legal systems the legislation on thisissue, and then based on this put forward the relevant shareholder derived litigation of ourcountry company the legal status of the legislation perfect suggestion, this article mainlyview should refer to Japanese law, companies may be defined as the revised "new type of thethird person" to attend to the lawsuit.The fifth part is mainly aimed at the status of other shareholders shareholder derivedlitigation problem, on the basis of reference foreign legislative experience, to the companyshareholder derived litigation status in China related to thinking, this article’s main ideashould have not filed a lawsuit to the other shareholder litigation status of confirmation, atthe same time reference group litigation and representative litigation concerning other rightholder shall give the other shareholders of the corresponding rights.