Judicial Review Of Corporate Interests In Shareholder Derivative Lawsuits

In the current judicial practice in China,in the case of shareholderderived litigation,the court has adopted strict substantive examination criteria for judicial judgment of the company's interests.However,the complexity of business decision-making and the limitations of judicial judgment often lead to many different cases of the same case.In the case of shareholder derivative litigation,there is a problem in the judgment of the company's interests.On the one hand,the company loses its position as the subject of interest judgment,on the other hand,the judicial judgment lacks a unified standard of recognition.This paper seeks to clarify the main body of the company's interest judgments and to unify the standards of corporate interest recognition in judicial practice,and to balance the relationship between corporate autonomy and judicial intervention.The introduction discusses the reasons for the topic selection,literature review,meaning of the topic and analysis methods.The first chapter of the main text,from the perspective of three typical cases of usuring the company's business opportunities,analyzes the legal issues of different judgments on the judgment of the company's interests in the typical case,that is,the company's main position in judging its own interests is not clear,judicial judgment There is a dispute between the formal examination and the substantive examination in the identification of the company's interests.It is further pointed out that the core problem of the case lies in how to judge the interests of the company in the shareholder derivative litigation and establish a sound legal mechanism for interest judgment.The second chapter of the text is a legal analysis of the judgment of the company's interests in the shareholder's derivative litigation.It answers the legal issues in the typical case,including the subject of the company's interest judgment and the judgment mechanism of the company's interest in judicial judgment.On the former issue,the company is the natural subject of interest judgment.The judicial review represented by shareholder litigation is necessary supplement and regulation in the case of insufficient self-management of the company's articles of association and the failure of the company's judgment.For the latter question,the article introduces the formal review mechanism of foreign judicial judgment represented by the United States and the United States,points out the advantages of formal review;and analyzes the drawbacks and reasons of the substantive review mechanism of domestic judicial judgment,and at the same time,the institutional value of derivative litigation from shareholders.This paper analyzes the rationality of the construction of foreign formal review legal mechanism,and points out that the commercial judgment rule is applicable to the formal review mechanism,which is in line with the value pursuit of shareholder derivative litigation.The third chapter of the text is the improvement of the company's interest judgment mechanism in the shareholder lawsuit of China's shareholders.On the one hand,it is a reflection on the existing provisions of the judicial interpretation of the company law in China(4),and introduces the legislative background of the company's participation in the shareholder derivative litigation as a third party,and evaluates its advantages and disadvantages.On the other hand,after acknowledging the main position of the company's interest judgment in shareholder derivative litigation,the legal review mechanism of shareholder derivative litigation in China was constructed.On the legislative level,we draw on the special litigation committee system in the US shareholder derivative litigation to construct an independent interest judgment institution within the company;on the judicial level,we pay attention to the connection between the external judicial review and the internal judgment mechanism of the company.The fourth chapter of the text is a summary of the conclusions of the first three chapters.It not only clarifies the practical significance of the typical case study on the company's interest judgment,but also reiterates the application of the business judgment rule in shareholder derivative litigation.In the improvement of judicial review,the court should recognize the company's dominant position in its own interests and respect the company's judgment.The judicial review of the company's interests should establish a formal review mechanism to protect the company's interests.