The Double Derivative Suit Between Parent-subsidiary Company In China

In 2005,the company law of China established the shareholder representative litigation system for the first time,which made a great contribution to the protection of the interests of minority shareholders and the improvement of the company's rule of law in order to avoid the abuse of the position of the director of the company.And a booming economy and expanding capital markets,make the company's form has changed,mother and child,holding,the emergence of group companies such as the company is no longer a single structure.The problems under this complex corporate structure make the company law,which has been formulated for more than ten years,unable to be clearly regulated by one of its legal provisions,which also shows the lag of the law.The existing shareholder representative litigation system is difficult to protect the interests of minority shareholders in multiple companies,such as mother and son,and needs to be regulated by new representative litigation."Company law" judicial interpretation(four)for advice,had the "others" in the "company law" the 151 th,expand interpreted as including a wholly owned subsidiary in addition to the directors,supervisors and senior executives of the others,its wholly owned subsidiary of mentioned shareholders double on behalf of the lawsuit system of the fire is established,and then the provision in the draft has been put on hold,no real implementation of effective regulations.However,shareholders double representative lawsuit system establishment has become the consensus of academic circles,gaining momentum.Judicial judgment(such as the case of hna airlines)has guided the direction for us,the qualified plaintiff is the prerequisite for the smooth proceeding of the lawsuit,in other words,the research on the shareholder dual representative litigation system should start with the definition of the parent-subsidiary company relationship.Considering that the shareholder's dual representative litigation is a special form of shareholder's representative litigation system,the provisions of the law can be borrowed.Therefore,article 151 of the company law of China is taken as the model and the judicial interpretation of the company law(5)is combined to provide a basis for the construction of the shareholder's dual representative litigation system.