On The Application Of Shareholder Derivative Litigation In The Limited Liability Company

Shareholder Derivative Litigation originates from the UK and becomes mature in the USA, with a history of over 100 years. It has a potentially wide application and develops in the tide of times. It plays an important role in protecting shareholders’ equity, deterring the shareholders’ behavior and completing the Corporate Governanc. Company Law in action establishes Shareholder Derivative Litigation. However, it pays more attention to the principles and many details are not explained clearly. It can’t cover all the new problems in judicial practice on one hand,and paradoxes also exist on the other hand. The educational and practice circles have their own opinions and many researches exist, which, deepen our acknowlegement on Shareholder Derivative Litigation. The research on Shareholder Derivative Litigation also grows more refined.The fact that the application of Shareholder Derivative Litigation in the Limited Liability Company doesn’t always work lessens its function is not a new problem in abroad. However, when it comes to the research on Shareholder derivative Lawsuits, the educational and practice circles paid more attention on the Stock Corporation. The particularity of its application in Limited Liability Company hasn’t been explained in a systematic way. In fact,the application of Shareholder Derivative Litigation in the Limited Liability Company enjoys a high research value and theoretical significanca. Moreover, most of Shareholder Derivative Litigation are found in Limited Liability Company in our country. It shows the urgency and significance of fulfill the application of Shareholder Derivative Litigation in the Limited Liability Company. Due to it, under the direction of tutor, Icollect materials, makes analysis, discuss with the tutor and classmates, making the application of Shareholder Derivative Litigation in the Limited Liability Company as the topic of dissertation.From four aspects, I illustrate my idea on the application of Shareholder Derivative Litigation in the Limited Liability Company systematically. Chapter One is an legal principle analysis on the application of Shareholder Derivative Litigation in the Limited Liability Company. It includs three parts, which are the value of it,the experience abroad, the reality in our system and weakness exist. The goal of Shareholder Derivative Litigation is protecting the company’s profit. Therefore, when making exact rules, we should make it as the starting point. In a concrete way, the character of human joining and insularity in the this company restrains the application of Derivative Litigation. Shareholder Derivative Litigation appears with the seperation between the Ownership and Managerial Authority in a company.While in real governance, the Limited Liability Company combines Ownership and Managerial Authority, which damanges the compensation of it, thus making it difficult to protect the interests of minor shareholders.The foreign countries tend to reduce the obstacles on the application of Shareholder Derivative Litigation in the Limited Liability Company,and reduce the application threshold. This action provides us a very important referance.Chapter Two states my opinion on the application of pre-procedure of Shareholder Derivative Litigationin the Limited Liability Company. The Chapter includes two small parts in all. It explains the problems exist inapplication of pre-procedure of Shareholder Derivative Litigationin the Limited Liability Company. So we should State clearly the situation of exemptions in the pre-procedure of Shareholder Derivative Litigation and permit the shareholders to be free from the preprocedure moderately.Thus may do some help to avoid unnecessary litigation cost.Chapter Three is the analysis of plaintiff in Shareholder Derivative Litigation. The Chapter includes three small parts in all. we can find out the investment of plaintiff shareholders and the opinion of ither shareholders on the basis of Company Law. We should know that not every shareholder has the rights to put forward Shareholder Derivative Litigation,and the plaintiff shareholder can represent the company and other shareholders’ profit.Chapter Four tells us that reconciliation can be applied in the Limited Liability Company. The Chapter includes two small parts in all. the reconciliation of it lightens or eliminates the potential harm in Shareholder Derivative Litigation and benifits the interior stabilize of the company. The close relationship in the Limited Liability Company and the shareholders’ identity makes it difficult for the plantiff and defendant to reconcile in a secret way. In generial, to reduce the risks, the lawyers try to make reconciliation. But in our country,the judge is superme in litigation and pays more attention to the investigation of reconciliation,which, makes it less possible to recocile secretly in an objective way.The conclussion part summarizes and illustrates the thesis. The Application of Shareholder Derivative Litigation in the Limited Liability Company is a complex reaserch topic with great value.Mutual efforts from the educational and practice circles are needed to build the spercific systems and combine the relevant regulations together.