Research On The Construction Of The Legal System Of Shareholder's Dual Representative Litigation In My Country

With the steady development of enterprise grouping in our country,the operation mode of parent-subsidiary company has gradually changed into one of the common forms of the company.The protection of the rights and interests of parent and subsidiary companies and the regulation of their behavior should be the main point.The special feature of parent and subsidiary companies is that the parent company is not only responsible for itself,but also exists as a shareholder of the subsidiary company.The subsidiary company is generally a company with independent legal personality,which is funded by the parent company and can independently bear legal liability according to law.But in practice,the parent company owns a part of the equity under its subsidiary company.When the equity reaches a certain proportion,it will control the subsidiary company.Moreover,some senior managers of subsidiaries are usually arranged by the parent company and its controlling shareholders,which leads to a high degree of consistency or close relationship between the upper organizations of subsidiaries and the actual controllers of the parent company.In reality,there are more and more interest disputes between parent and subsidiary companies,resulting in numerous legal cases.Judges also urgently need more rules to purify the healthy environment for the growth of enterprises,protect the legitimate rights and interests of companies and safeguard judicial fairness and justice.In response to this demand,our current shareholder representative litigation system and other litigation systems are not enough to solve the problem.The revised version of the Judicial Interpretation of the Company Law promulgated by the Supreme Law(4)only provides for the shareholder representative litigation system in detail.In the end,the dual shareholder representative litigation system has not been included in the judicial interpretation,and the judicial interpretation(5)has not been mentioned.Domestic scholars pay more attention to excavating its own legislative value and learning how other countries construct the system.However,for such a system of checking and balancing the development of companies and effectively protecting the interests of minority shareholders,it is still not acceptable to domestic legislators.There must be legislators' theoretical and practical concerns.Let people think about the feasibility of this system in our country.This paper will discuss the necessity and feasibility of the establishment of dual shareholder representative litigation system in China through five chapters.Firstly,the background and significance of the study of dual shareholder representative litigation system are elaborated in the introduction,and the writing ideas and research methods of this paper are explained.The first chapter is based on the theory of double representative litigation.Through the analysis of the positive and negative theories of scholars from different perspectives,it summarizes the rationality of the implementation of this system.The second chapter focuses on the necessity and feasibility of establishing the dual shareholder representative litigation system in China by analyzing the current legislative situation and judicial cases in China.Chapter three mainly draws lessons from foreign experience,draws from statute law countries and case law countries the legal elements and theoretical support which conform to our country's formulation,and uses them for our country's legislation.In the last chapter,on the basis of the foregoing introduction and three chapters,the author tries to construct the legal system of double derivative litigation in our country: innovative design is made from the aspects of the pre-procedure,subject conditions and cost-bearing of double derivative litigation.