Study On The Case Of Shareholders Double Derivate Suit About Mr.Zhao V.Mr.Wang,Hai Hang Holding Company

Shareholder representative litigation system is of positive significance to solve the internal governance problems and protect the interests of the company and minority shareholders.However,with the increasing popularity of the parent-subsidiary company operating model,the existing shareholder representative litigation system is difficult to solve various difficulties in the judicial application.The concept of dual shareholder rep·resentative litigation came into being.The case of Mr.Zhao V.Mr.Wang,Mr.Dang and HaiHang Holding Company is a typical case of the double shareholder representative lawsuit,the main point of dispute in this case is whether Mr.zhao is a qualified plaintiff and the ownership of the interests of this case.The existing judicial practice mostly adheres to the requirements of traditional shareholder representative litigation for the eligible plaintiff,that is,the plaintiff who initiates the litigation should be the shareholder of the company whose interests are harmed,which is unfavorable to the protection of the rights and interests of the parent company's shareholders.Although Regulations on the Corporate Law Judicial Interpretation IV(Draft for Comment)has opened a breach,it does not match the current law in application and cannot achieve the purpose of dual shareholder representative litigation.Therefore,this system should be introduced in the form of revising the Company Law.The judgment on the eligible plaintiff shall first meet the preconditions,and the parent company shall achieve full control over the subsidiary,Secondly,the plaintiff shareholders should meet the entity requirements of holding shares for 180 days,Finally,the plaintiff shareholders shall go through the pre-procedure,request the management of the subsidiary to file a lawsuit and inform the parent company,Only when the subsidiary company refuse or delay in filing a lawsuit,can they file a lawsuit to the court by themselves.In this case,the Huangcheng hotel company is a wholly-owned subsidiary of HaiHang investment company.Mr.Zhao,who owns 40% of the shares of HaiHang investment company,meets the precondition and entity conditions for filing a lawsuit.However,Mr.zhao only made a request to the board of supervisors of HaiHang investment company and did not fully fulfill the precondition procedure,so he is not a qualified plaintiff in this case.As for the attribution of litigation interests,although the parent company and the subsidiary company are closely related,they are still two independent legal persons.The independence of the legal person's property should be insisted,and the interests of the injured party should be compensated,that is,the litigation interests belong to the subsidiary.The judgment of the HuangCheng hotel company is in line with the purpose of bringing the double shareholder representative lawsuit and is a successful attempt in judicial practice.