Research On Dual Shareholder Representative Litigation System

The dual shareholder representative litigation system can not only optimize the governance structure of the modern parent company,but also play a significant role in the protection of shareholders' rights.With the development of the economy,the structure of the grouped company is increasing,and the United States,Japan and other countries have already recognized this system.Recently,the number of parent-child companies in China has also increased year by year,and the form of business operations has become increasingly diversified.As a result,cases of infringement of shareholders' rights and interests in practice have increased dramatically,and new legal issues have emerged.It has already appeared.In practice,only the existing shareholder representative litigation can not solve part of the problem,and the interests of all parties,especially the minority shareholders,cannot be effectively protected.A dual shareholder representative action can be called a “derivative” of a shareholder representative action.Its uniqueness is that it can be applied between parent and subsidiary companies.Since it is a derivative,certain provisions in the shareholder representative litigation can still be used in the dual shareholder representative litigation.But as a new system that is needed for practice,it naturally has its own special features.Therefore,when designing specific procedures for the system,it is different from the shareholder representative litigation system.The academic community has its own opinions on whether the system has its existence.Although there is no perfect theory to support the existence of the system,the reasons for rejecting the application of the system in China cannot be found.There have been such cases in China,such as Mei Ruo Shi and Wei Weier.Due to the shortcomings of China's existing system,such cases cannot be judged by a fair and reasonable judgment.In order to protect the company or shareholders whose interests are damaged in the structure of the parent company,it is necessary to construct the system in China.This paper analyzes and affirms the value of the system in China by analyzing the different theoretical theories of dual shareholder representative litigation and the performance of practice.The United States and Japan,as relatively well-established countries,have already recognized the value of the system in both theory and practice.Therefore,the relevant regulations of the system in the United States and Japan have also been studied in order to obtain advanced experience.The focus of this paper is on the third part.I have given my design plan to the construction of the dual shareholder representative litigation system in China,and clarified the preconditions for the application of the system in China,the scope of the litigation subject and the consideration of the litigation.Derivative,also set a pre-program for it.It is expected that the system can be implemented in China as soon as possible to protect the interests of all parties.