A Study On The Issues In The Litigant System Of Shareholder Representative Action

The value of the shareholder representative action system is to protect the interests of the company and the interests of shareholders are not subject to directors,supervisors,senior management and other people's unlawful infringement,the litigation system first appeared in the Anglo-American law countries.The shareholder representative litigation system also protects the shortcomings of the corporate governance structure while protecting the interests of the shareholders,especially the small and medium-sized shareholders,and also provides a new way to balance the power of the board of directors.The external form of the corporate governance structure Effective monitoring mechanism.With the introduction of shareholder lawsuits in 2005,our legislators,forensics,jurists and related workers expect shareholders to play an important role in corporate governance.And the shareholder representative action system has been running for ten years.However,the establishment of the legal system of our country is relatively short,and its perfection degree is different from that of the market economy developed company,especially in the case is too general and and poor maneuverability.In the course of the development of this decade,China's system is becoming more and more mature in the use of law,but whether it is substantive or procedural norms or with the development of market economy and judicial practice and continuous improvement.Based on the theories of corporate law,civil procedure law and other related disciplines,this paper draws lessons from the excellent theoretical doctrine of foreign countries and the advanced legislation of foreign countries.Based on the legal framework and judicial situation of our country,from the plaintiff(including other shareholders),the defendant,This paper analyzes the problems existing in the application of the law in the application of the law,and puts forward some legal suggestions on perfecting the system in combination with the relevant laws of the Company Law Interpretation(4).In addition to preface,conclusion,the text is divided into four parts:The first chapter mainly introduces the problem of the shareholders of the litigation in our country.Firstly,it briefly introduces the development and value of the shareholder representative litigation.Then,on the basis of the present situation of the shareholders' litigation in our country,(Including the prosecution of the shareholders),the defendant system("others"),the status of the company(third person)on the issue.The second chapter mainly analyzes the qualification of the plaintiff of the shareholders 'representative in China,combined with the theoretical basis of the limitation of the plaintiff's qualification of the shareholders' representative litigation and draws lessons from the case of the foreign representative legislation of the plaintiff's proxy,Shareholding ratio "and" 180 days holding time "in the judicial practice of the flexibility is not sufficient,China's" Company Law "can redesign the proportion of shareholders of the plaintiff and the holding time limit.At the same time,you can learn from the British legislation and jurisprudence,the plaintiff shareholders to make legitimate legal requirements,and should allow "other shareholders" to participate in the shareholders' representative action to file a new claim.The third chapter mainly analyzes the scope of the defendant's representative on the scope of the defendant's representative,and then lists the types of the defendant in the judicial practice of our country,and points out the current "Company Law" To deal with "others" for more detailed provisions or the establishment of the corresponding mechanism."Company Law Interpretation(4)" Although the "others" have been limited to explain,but China's "Company Law" and the relevant judicial interpretation of "others" to carry out a more clear scope of norms to seek between corporate autonomy and judicial intervention Get a balance,to avoid the confusion on the application of the law.The fourth chapter is mainly on the analysis of the status of the company in the representative of the shareholders of the company,the shareholders of the litigation and the company is closely related to the company is the shareholders of the real rights and interests of the litigation,the shareholders of the litigation can not and should not exclude the company's participation.However,the "third party" system is not connected with the shareholder representative litigation system This chapter focuses on the analysis of the nature of the "third person"(the third person without a separate request),the rationality and the issues that may require further explanation.