The Research On The Legal System Of Shareholder Representative Litigation In China

Since the policy of Reforming and Opening-up,especially Chinese market economy has developed rapidly in recent years,which promotes many companies and enterprises into a new situation of prosperity and development;however,more legal problems have emerged and kept arising from the development process and among these legal problems,it is obvious that shareholder interest litigation is becoming more and more common between companies,enterprises and shareholders.In order to solve the problems above,our China modified “The Company Law” in 2005,in this way the popular abroad “shareholder representative litigation system” had been introduced into our Chinese law system,by trying to substantive and procedural rules make clear a regulation to realize the shareholder representative litigation system is reasonable and effective regulation,so as to realize the company?s directors,supervisions and managers,senior management personnel supervision and restriction,and then to gradually improve or perfect internal governance structure in the process of maintenance company in the best interests of small and medium shareholders.In comparison of the countries of Anglo-American law system or continental law system countries,shareholder representative litigation system in our country starts late,develops slowly,and because of the associated with the shareholder representative litigation system only through “The Company Law” provisions of the relatively short form expression,which is not involved or not combine with our”Civil Procedure Law” and other relevant laws.Therefore,in the process of judicial practice,the interest of small and medium shareholders is not protected by our shareholder representative litigation system.During the specific judicial practice in our country,the Supreme People?s Court gradually realized the severity of the related problems,so respectively,there comes “The Company Law ?s Judicial interpretation(2)”in 2008 and “The Company Law?s Judicial interpretation(3)” in 2011,making clear regulation of the company or enterprise investment and financing,and withdrawal mechanism and related legal system,such as investment disputes involving shareholders,company dissolution liquidation dispute case and the range of the judicial interpretation shall be based on the above mentioned.In recent years,the corporate governance and the protection of shareholders? rights,which are the hot or controversial issues in the company disputes,have gradually become the most important institution rule in “The Company Law”,so China promulgated ”The Company Law ?s Judicial interpretation(4)” in 2017,by making the clarification of the litigant status,the regulation of the direct litigation of the company,the allocation of the ownership of the prevailing interest,and how the litigation costs should be paid.It is obvious that although ”The Company Law ?s Judicial interpretation(4)” is perfect for shareholder representative litigation system,there are still many problems in theory and judicial practice that deserve further investigation.This article is based on the provisions of “The Company Law” and relevant judicial explanation,in combination with judicial practice,in the form of legislation research with the combination of theory and practice to explore a more scientific and reasonable shareholder representative litigation system,so as to realize the continuous development and improvement of this system.