System Construction Of Double Derivative Suit

With the continuous development of economy,the number of parent subsidiary companies is increasing.According to the company law designed by a single company,the main body of the shareholder's representative action will be restricted to the shareholders of the company,while the parent company's shareholders' interests will be indirectly infringed if the parent company's major shareholders use the directors,supervisors or senior managers of the subsidiary company to infringe on the interests of the subsidiary.The introduction of dual shareholder representative litigation system can better protect the interests of the shareholders of the parent company,and expand the scope of shareholder representative litigation to the shareholders of the parent company.Through four parts,this paper expounds the theoretical dispute,the main regulation,the setting of the prepositional procedure,the rules of guarantee,the mediation and the reconciliation.The first part introduces the theoretical dispute of the dual shareholder representative litigation system.The theory of supporting the double shareholders' litigation system includes piercing the theory of the veil of the company,the theory against the dual shareholder representative litigation system includes the relief of the current system,among which the function theory is the most powerful theory.The theory of opposing dual shareholder representative litigation system includes the relief of existing system,the violation of the principle of share ownership in the same period,and the derivation of multiple shareholder representative litigation.Although there is no support to support the theory that double shareholders represent litigation system independently,there is no theory that the opposition can effectively refute the rationality of the dual shareholder representative litigation system,and there is no other system that can replace the double shareholder representative litigation system to achieve the benefit of the injured subsidiary.The conclusion is that we have not yet refused a reasonable reason for dual shareholder litigation.The second part discusses the conditions of how to determine qualified subjects in the construction of dual shareholder representative litigation system.In this paper,the relationship between the parent and the parent company is defined as the full holding relationship,and the essential elements of the plaintiff's prosecution are discussed from the time limit,the proportion of the shareholding and the plaintiff's appropriate conditions under the exchange of shares.In the form of summarization and enumeration,the malfeasance of an important subsidiary of the defendant,the director,the high staff,or the other person who actually controls the company,violates the wrongful behavior of the subsidiary.Finally,the position of parent company,subsidiary company and other shareholders in litigation is discussed.The third part sets up the prepositional procedure of the double shareholders' representative litigation system.By comparing the first request to the parent company,ask the subsidiary company,ask the son company first,request the parent company,request the parent subsidiary company,and put forward the request only to the subsidiary company.This article considers that the best request scheme is only to the subsidiary company.Make a request.In addition,the exceptions of the shareholders' representative actions in the company law are applied to the exceptions of the preceding procedure.The fourth part discusses the guarantee,mediation and reconciliation in the dual shareholder representative litigation system.Based on the particularity of the dual structure of the lawsuit itself,the shareholder and the subsidiary of the parent company are indirect interests,and the shareholders of the parent company have a relatively low cost of bringing evil and indiscriminate charges,so it is more necessary to set up a guarantee system.In mediation and reconciliation,the court can confirm its effectiveness after judicial review of the mediation agreement of the double shareholders' representative litigation.In addition to the legitimacy of the review,it also needs to examine whether the conciliation agreement has obtained the consent of the shareholders' meeting of the company and the other shareholders who have not taken part in the litigation.