Research On Shareholder Representative Litigation System In China

In 2005,the Company Law of our country introduced the shareholder representative litigation system.The introduction of this system is of great significance to our country,and it is also an opportunity for the minority shareholders to participate in the management of the company.Shareholder's representative lawsuit is a system in which the company can not bring a lawsuit by the shareholders on behalf of the company to investigate the legal liability of the infringer to safeguard the rights and interests of the company.On August 28,2017,the Supreme people's Court adopted the provisions(4)on the Application of the Company Law of the people's Republic of China(hereinafter referred to as "interpretation4"),and made it clear that the company should act as For the third party and if the plaintiff wins The company should bear the reasonable expenses due to participating in the lawsuit,but without detailed regulations,it is out of touch with the actual demand,and the problems in judicial practice cannot be dealt with.Based on this,this paper is divided into four parts to discuss shareholder representative litigation.The first part mainly introduces the meaning of shareholder's representative action and the basis of shareholder's right of action,analyzes the difference between shareholder's right of action and shareholder's right of action,at the same time discriminates between shareholder's right of action and company's right of action,and draws the conclusion that the two are causality.The second part mainly looks up the related cases,through the shareholder representative litigation cases accept the court distribution,the shareholder brings the representative lawsuit main body situation,the front procedure performance situation and the first instance case accepts the expense payment situation to carry on the analysis statistics.Combined with the legislative situation of shareholder's representative litigation in our country,it is concluded that the threshold of small and medium shareholders' lawsuit is too high in our country's shareholder's representative litigation,and the pre-litigation procedure is not set up.The third part mainly expounds the foreign legislation on shareholder's representative litigation,in which the United States,Japan,Germany and other countries have looser and clearer regulations on the qualification of shareholders.As for the pre-procedure in the United States,Japan and the United Kingdom are based on the principle of "exhausting the company's internal relief" as the principle.As for the litigation costs,Japan adopts the fixed fee by piece,and the United States and Japan have defined the reasonable costs.It is also clear who will bear the cost of losing the lawsuit.In the fourth part,the author puts forward a sound view on the shareholder's representative litigation system,and thinks that in our country's shareholder representative litigation,we need to make a sound comment on the original shareholder's representative litigation The qualification of suing shareholders is clear,the proportion of shareholding that needs to be satisfied in bringing representative action against shareholders is reduced appropriately,at the same time,the holding time node is established,and the subjective aspect examination system of plaintiff shareholder is introduced.The remedies of the shareholders in case of infringement by senior executives and supervisors should be clarified,the applicable circumstances of "emergency situation" should be clarified,and the organization and order of pre-request should be perfected when others infringed;the standard of charges for litigation expenses should be reduced.Make clear the reasonable cost range and the way to get the compensation,at the same time perfect the problem of the losing shareholder's expense.