Shareholders Multiple Derivative Suit

The article 151 of Company Law of PRC has made the detailed provisions to the shareholder derivative suit system.The purpose of article 151 is that the court can protect the company and minority shareholders from the fraud of directors,managers and other internal personnel or any other third party who hold the management position.But in reality,the form of company becomes more and more diversified,and the company group is flouring.How to make a balance between parent company and its subsidiary,particularly the protection of parent Company shareholders' rights and interests becomes a big issue.under the current law,when the directors,supervisors,senior management personnel of subsidiary are liable for the damages because of their illegal behaviors,only the shareholders of subsidiary(parent company)has the right to bring the shareholder derivative suit.The shareholders of parent company do not have that right.But,considering the protection of parent company's shareholder and the source of interest,the business activity of subsidiary has a great influence on the shareholders of parent company.Therefore,shareholders multiple derivative suit should be made for the shareholders of parent company to have a right to supervise and rectify the illegal behavior implemented by directors,senior managers and other internal personnel of subsidiary.On April 12,the Supreme People's Court issued Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China(?)(draft for comment).Shareholder multiple derivative suit was firstly mentioned in Article 31 and Article 35.But this two articles is too simple to apply.Through studying relative cases and theories,this paper analyses the shortcoming in the protection of the interests of the parent company's shareholders,and combining with the Supreme People's Court issued Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China(?)(draft for comment),this paper makes several suggestions on shareholders multiple derivative suit.This paper includes three parts of introduction,text and conclusion.The text mainly includes the following five parts.The first part is about the research meaning of shareholder multiple derivative litigation.Mainly introduce a case of our country related to shareholders multiple derivative suit and do detailed research to this case.The second part is about concept and characteristics of shareholders multiple derivative suit,and the theoretical doctrine of shareholder multiple derivative suit introduction,including support theory and its criticism.The third part is an introduction of Japan's shareholders multiple derivative suit.First introduce Japan's recent legislation.Second mainly introduce the supporting theory and opposition theory in the field of law.The forth part mainly introduce the lack of legislation issues of shareholders multiple derivative suit system,Including laws and regulations of shareholders rights' protection introduction and the explanation limitations of Company Law of PRC.The fifth part is the legislation suggestions of shareholders multiple derivative suit system which includes the main structure,prepositional procedure etc.And also make several comments on Article 31?Article 35 of Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China(?)(draft for comment)...