Study On Legal System Of The Double Derivative Suit

To protect the rights and interests of minority shareholders is one of the legal duty of company law With the introduction of shareholder representatives Litigation Law in 2005, in recent years, this system gradually exert their dominance, especially in the modern correct directors and executive officers and other bad behavior, and earnestly safeguard the rights of minority shareholders play can not be ignored effect. However, with the rapid take-off of China’s economy, with the rise of the holding company as a symbol, in the form of parent companies and subsidiaries and other affiliated companies increasingly common, denying that the shareholder representative litigation system is still able to maintain its position in the legal system, but if the parent company appear the directors and executives use subsidiaries to seek illegitimate interests, and also against the interests of the parent company’s situation, the parent company as a result of misconduct under the control of the perpetrators, often impossible to bring proceedings on behalf of the shareholders, then the interests of the mother company by this time loss relief is in an unusable state. So, a new legal system- the double derivative suit emerged.Based on the case analysis, comparative analysis and other research methods of law as the thinking of writing,Starting from the concept of the double derivative suit,Analysis of the basic concept of the double derivative suit, and the similar concepts,Elaborated the double derivative suit development evolution,Mainly the United States the double derivative suit include the development of the embryonic period, during the development period and clear.Then introduces the concrete system contents of the double derivative suit.To discuss aspects of the company from four elements, litigants, the plaintiff eligibility and pre-program elements;Then based on the American court case with the original,This paper expounds the double derivative suit Pierce the company veil theory, common control theory, fiduciary theory, basic academic theory;Finally, the introduction of a comprehensive demonstration Chinese the double derivative suit of the legitimacy of the system,And try to build the double derivative suit legal system in China,At the same time, according to the article can be in the form of legislation and judicial interpretation for system design,About the damage elements, using the prior procedures, the plaintiff eligibility requirements, and the double representative litigation is the most important content,Advice in the form of legislation is regulated by special law, legal status and parent-subsidiary elements and parent-subsidiary is recommended by the form of judicial interpretation...