System Construction Of Two-tier Derivative Action In China

The enterprise group is a kind of economic legal relationship which accompanies with the high development of the commodity economy.It's first developed in the developed countries which in the process of development of capitalism to monopoly capitalism in the end of nineteenth century and early twentieth century.Up to now,the development level of the enterprise group has become the symbol of a country's economic strength and the basis of the international economic status.The international economic status of the western developed countries is backed by a number of well-known international corporations and enterprises.China is also following the trend of this economic development.The enterprise group is based on the company,and the relationship between the parent-subsidiary company has become basic relationship between the members of the enterprise group.A series of problems caused by the relationship between the parent-subsidiary company have become the core issue of the enterprise group.However,the traditional company law is developed around a single company,and the parent subsidiary company adopts the three-dimensional and duplex company structure.This complex and fuzzy relationship determines the limitation of traditional company law in solving the problem of parent-subsidiary company.For example,in the field of related enterprises with control and subordinate relationship.When the parent company or its directors,senior executives and the subsidiary company directors and senior executives have any illegal acts,make the interests of the company,the shareholders of the subsidiary company can use derivative action to relief their damage,such practices have been generally accepted.When the company law was revised in 2005,the derivative action was formally introduced in China.However,this phenomenon often occur in practice,the parent company directors or senior executives make wrongful act or take profit from this act,subsidiary company often refuse to sue,the parent company will also refuse to sue.As a result,such a problem will occur naturally.Can the shareholders of the parent company bring the lawsuit on the grounds of the damage to the interests of the subsidiary company?This is the question of double derivative suit.It's an opportunity for me to study.Based on the basic theory of double derivate suit as the starting point,and on the basis to discuss the of the legitimacy of double derivative suit,the necessity and feasibility to build double derivative suit.Finally,put forward specific measures to build double derivative suit in China.In detail,this article is divided into three parts.The first part is the basic theory of the double derivative suit.This part focuses on the analysis of double derivative suit from theoretical level,including its definition,origin and function value,legitimacy.The second part is to demonstrate the necessity of building double derivative suit in China,starting from river,WenHong Jing v.Jinhui Wu&JiaCi company,analyzes actual demand to build double derivative suit in the present stage of our country,as well as China's "company law" about parent-subsidiary company.The third part is the proposal of building double derivative suit in China.First,it analyzes the feasibility of building double derivative suit in China,and then put forward specific measures for building double derivative suit in China.