| The shareholder's derivative action originated in the United Kingdom,when the famous Foss principle was put forward in 1843 by the Foss v.Harbottle case,it was the beginning of the discussion of the shareholder's derivative action.After 100 years' development,it has been changed from the prohibition of denial to the recognition and adoption of most countries by common law and continental law.The shareholder's derivative action advocate equality of shareholders,emphasizes to protect the interests of minority shareholders.The shareholder's derivative action can promptly strengthen the shareholders' supervision over the management and make the balance between them,and also comprehensively protect the interests of the company from all kinds of improper violations,while at the same time its drawbacks are becoming increasingly evident.Like the impact of the company's personality independence,hinder the company to determine and such kind of negative impacts which caused a series of trouble to the company's governance.And this has seriously weakened the influence of the shareholder's derivative action,and did not match the original intention that why it had been created.In order to make the shareholder's derivative action achieve its value,during the process of its development,the necessary restrictions on the system had been set up,the pre-suit requirement of shareholder's derivative action is one of the effective ways to solve the problems.As the first step of the representative action,the pre-suit requirement of sh eholder's derivative action affects the operation of the representative action directly.China did not stipulated the shareholder's derivative action and the pre-suit requirement of shareholder's derivative action until 2005 when the Company Law of the People's Republic of China(hereinafter referred to as the "Company Law")had been revised.The shareholder's derivative action had been put into use just since a few years ago,so it is still in the primary stage of development.In order to make the pre-suit requirement of shareholder's derivative action more mature and give full play to its proper role,this paper will discussing the basic theory of shareholder's derivative action and the pre-suit requirement of shareholder's derivative action,comparing the provisions of the foreign law on the system,hoping to put forward some suggestions on perfecting the pre-suit requirement of shareholder's derivative action in China.The introduction part mainly leads to the research topics,including this research's significance,background,content and so on.As the end of the article,the conclusion part summarizes the overview of the whole thesis.In addition to these two parts,the rest of the article can be divided into four parts:The first part is a general overview of the shareholder's derivative action and the pre-suit requirement of shareholder's derivative action.Beyond that,it also conclude the analyzing of the value of the pre-suit requirement of shareholder's derivative action.The second part mainly make a purpose on finding the disadvantage of the pre-suit requirement of shareholder's derivative action,to make a contribution for the improvement of our own pre-suit requirement of shareholder's derivative action' s development in the future,by analysis the relevant laws and regulations of China and combined with cases to elaborate in the legislation of the system in China.The third part mainly introduces the existing situation of the pre-suit requirement of shareholder's derivative action in the United States,Japan and Taiwan,to makes a simple comparative analysis between different countries(regions),hoping to provide some experience for our own pre-suit requirement of shareholder's derivative action's development.The fourth part mainly puts forward some suggestions on the current pre-suit requirement of shareholder's derivative action of China for its drawbacks and the vacancy on the legislation.From the above,this article mainly elaborate the pre-suit requirement of shareholder's derivative action by four parts,hoping that this article can be helpful for the build of the system. |
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