Research Of The Double Derivative Suit

With the development of the economy,corporation groups has become one of the main means for the world's major companies to spread risk and increase the size of the company.More and more companies tend to set up subsidiaries to start operations.Such a business model also makes the management's control more concentrated,and the ownership of the company and the final investor is more separated.The balance due to Derivative Suit between shareholders and the company's management was broken.In order to restore the previous balance and improve the governance structure between the company groups,the United States developed the Double Derivative Suit based on Derivative Suit.The litigation system,which was also discussed by many countries,and Japan incorporated it into legislation in 2014.China first stipulated Derivative Suit in the “Company Law” revised in 2005,which was mainly based on a single company structure.However,with the rapid development of China's economy for more than 10 years and the reform and opening-up deeply,the company's corporate structure has become increasingly complex,three-dimensional,and tends to be grouped.The mutual management of the parent and subsidiary companies has colluded with the interests of the subsidiaries to personally benefit the individual.The incidents have also occurred from time to time,but the traditional Derivative Suit has been challenged by the independent corporate personality between the parent and subsidiary companies.In the face of this dilemma,China had intentionally introduced the Double Derivative Suit in the “Judicial Interpretation of Corporate Law(IV)",but in the end,the specific system design in the "Judicial Interpretation of Company Law(4)"(draft for comment)is not perfect.The deletion of relevant regulations indicates that China has recognized the dilemma of the application of Derivative Suit under the corporate group and wants to find a corresponding solution.This also makes the subject research of the Double Derivative Suit appear more theoretical and practical value.This paper will analyze the main system of the Double Derivative Suit around the following four aspects.The introduction part mainly introduces the research origin of the Double Derivative Suit,the Chinese and foreign research summary,and the research methods.The first chapter is an overview of the system of the Double Derivative Suit.In this chapter,the Double Derivative Suit is introduced through case analysis,and the meaning of the litigation is defined.At the same time,the existing positive and negative factions on the litigation are introduced and analyzed,and the legitimacy and rationality of litigation.The second chapter analyzes the application status of the Drivative Suit,expounds the importance of introducing the Double Derivative Suit,and expresses that the litigation is a "good medicine" to solve the current predicament.The third chapter discusses the construction of the Double Derivative Suit suitability plaintiff,mainly from three aspects: objective requirements and subjective requirements and procedural requirements.The fourth chapter analyzes the range of the defendant and the litigation status of other related subjects.