Research On Pre-program Of Litigation On Behalf Of Shareholders

Shareholder derivative litigation originated in Anglo-American law, Britain was the first institution of this provision. Its meaning is in the company Invaded lazy or when the company refused to sue, shareholders who possess legal qualifications can filed a lawsuit on their own behalf directly to the Court for the benefit of the company’s. From the beginning of shareholder derivative litigation, gradually turned safeguard the legitimate interests of minority shareholders, an important system to improve internal governance system, but also it’s facilitated for the minority shareholders to seek judicial remedies. But with the growing independence of the company’s legal personality, company’s ownership and management separated, the owners and operators of both companies is inconsistent, this will result in corporate decision-making when the conflict between the interests of the shareholders and the decision-making operator, eligible shareholders may file derivative litigation sue to minimal damage to the interests, thereby creating many obstacles in the course of the company’s operations. Moreover, driven by unscrupulous purposes, shareholders take malicious abuse litigation system, which devalues the meaning of lawsuits on behalf of shareholders. Appear these situations, not only contrary to the original intention of the establishment of Shareholder Representative Litigation, but also in the realization of shareholder representative litigation system should also generate valuable hinder. So, at the same time of litigation on behalf of the shareholders becoming more popular, a certain limits should be added, per-program of litigation on behalf of shareholders is the best tool to solve this set of problems.Per-program of litigation on behalf of shareholders, Shareholders’ Representative Action on the constraints set from the physical aspects and procedures before the main representative action be filed. It specifically refers to a derivative action filed before the shareholders for acts against the interests of the company, must request authority to specific company’s responsibility to pursue wrongdoing firstly. Shareholders to the court on behalf of the lawsuit, only when the company exceeded the statutory time limit did not respond or refused to prosecute. Shareholders’Representative Action program is not only designed to maintain the infrastructure shareholder representative lawsuit system, but also prohibit lawsuits filed on behalf of shareholders rights abuse, in order to balance the interests of the company and shareholders’ rights.In legislation, our country has been expressly did not make a detailed lawsuit on behalf of shareholders, new Company Law wasn’t formally introduced shareholder litigation on behalf of our country until 2005.The shareholder litigation and shareholder representatives on behalf of the pre-litigation procedure are in the main provisions of Article 151 in the new Company Law. But this provision of the Shareholders’Representative on behalf of the pre-litigation procedure is too broad, some unresolved issues are not made provision. In order to make up for the short of procedures of shareholder representative action the existing in the current rule, this paper will represent the pre-litigation procedure and its theoretical basis in the system discussed shareholders outside the pre-existing law proceedings on the basis of comparative studies, and made several recommendations to improve the pre-litigation procedure on behalf of our shareholders, in order to benefit to the benign operation of the derived litigation in our country.The introduction part mainly lead to this paper research topic of this article, Including the purpose of the study, research reviews basic content and research innovation part, etc. Conclusion is for the full text of the final part, Mainly summary the basic viewpoints of this article. In addition to the introduction and conclusion, This article can be divided into four basic parts:The first part is the shareholder representative lawsuit and pre-litigation procedure basic theory. This part mainly discusses the meanings and characteristics of the shareholder representative litigation, etc., This raises the center of the full text discusses problems of the pre-litigation procedure on behalf of shareholders. After a comprehensive analysis of the meaning of the pre-program and the characteristics, points out the unique value of the pre-litigation procedure on behalf of shareholders.The second part introduces the present situation of the foreign Per-program of litigation on behalf of shareholders and related evaluation. This section discusses the various systems in different countries specific pre-program. Firstly, introduce the current situation of Taiwan, Japan, the United Kingdom on behalf of the pre-litigation procedure; Secondly, this section analyzes these countries and regions’ this system, mainly from the pre-program the applicant, the applicant objects, accept applications authority for the form and content, carry out comparative research on the application deadline, the application of exemptions, the effectiveness of the company authority and other decisions. And then, through exploring the different countries and regional representatives of the pre-litigation procedure, can be provided some experience in the perfect prepositional procedure in our country.The third part analyzes the per-program of litigation on behalf of shareholders, from the prepositional procedure the mechanism construction of our country’s existing component content was reviewed. Firstly, On behalf of the prepositional procedure of litigation in China were described in detail the status quo, analysis our per-program of litigation on behalf of shareholders from the aspect of legislation and judicial practice; Secondly, research it from the application of the main body, the application of the content, the application of exemption situation, the decision of the company and its effect and so on, And then found the shortage of the existing regulations and lack in our country, to prepare for the prepositional procedure of perfect the representative action in the future.The fourth part is the suggestion about the improvement of the system of prepositional procedure. The author based on the combined with domestic actual situation, for now the prepositional procedure of shareholder representative action revealed with the deficiency of the legislation on the blank, draw lessons from the foreign law complete mature system, builds our own characteristic of shareholder representative litigation system of prepositional procedure.From what has been discussed above, This article mainly expounds the prepositional procedure of shareholder representative action system from four parts. It’s a long way to perfect the prepositional procedure of shareholder representative action system, The author hope this article can help to improve the system of the prepositional procedure of shareholder representative action.