Research On Shareholder's Dual Derivative Litigation System

For the modern company legal system,protecting the interests of the company's shareholders is an important clue.The shareholder derivative litigation system in China's "Company Law" has effectively protected the interests of shareholders.Today,economic development has led to the company's group operation and parent-subsidiary structure being ubiquitous,and it has also led to shareholder derivative litigation under the traditional single company structure.It is already difficult to protect the interests of parent company shareholders under parent-subsidiary relationships.Litigation system.First,define the connotation of the system,evaluate and support the theory established by the system,and explore the legitimacy of the system construction;then start with the actual cases,analyze the actual problems reflected by the cases,and from the actual needs of China's corporate governance and shareholders Starting from the legal deficiencies of interest protection,the necessity of the system is explained;finally,the US and Japan's legal regulations and legal basis are used for reference,and referring to the existing provisions of the shareholder derivative system in China,the applicable conditions and pre-procedures for the system construction It conducts research in three aspects with the subject of litigation,and strives to organically integrate the system it builds with the legal system of Chinese companies.This article is divided into the third part.The first part of the analysis defines the connotation of shareholders' dual derivative litigation,and clarifies that the system is a means of relieving the shareholders of the parent company under the parent-subsidiary structure,which can effectively protect the interests of the parent company and shareholders.In addition,by analyzing the affirmative theory of the system and criticizing the negative theory,and evaluating them from the opposite two perspectives,it proves that the shareholder dual derivative litigation system has the value and legitimacy.The second part mainly starts with real cases.Through the analysis of the cases,it is found that the existing remedies of Chinese law cannot remedy the interests of the shareholders of the parent company,revealing the deficiencies of the existing laws in protecting the rights of the shareholders of the parent company;In governance,this system can directly relieve the interests of subsidiaries,help protect the rights and interests of all parties in a balanced manner,and can also encourage the parent company to strengthen supervision of subsidiaries and strengthen internal governance of the group.Therefore,it is necessary to construct a dual derivative litigation system for shareholders.The third part discusses the specific construction of the system in three parts.In terms of applicable conditions,it is established that the parent-subsidiary company should be a wholly-owned holding relationship.The subsidiary company does not have to be limited to an important subsidiary company.Exclusion regulations should be set up to prevent frequent abuses.Issued;confirmed the necessity of the establishment of the pre-procedure in the pre-procedure of the system and the pre-procedure should be the way to request from the parent company before the subsidiary;the subject of the litigation,the plaintiff of the system determined that Start with the proportion requirements.Under normal circumstances,the plaintiff's scope is closely related to the parent company's company form.It is necessary to distinguish between the different forms of the parent company.In the case of equity replacement,the proportion of shareholding requirements needs to distinguish between litigation and equity replacement.Different regulations are made before and after the period of time.The shareholding time requirements are calculated from the shareholder's holding of the original company's shares.The defendant of the system includes not only the company's senior personnel and other internal personnel,but also external wrongdoers.The more comprehensive The interests of the company are protected,and the parent and subsidiary companies,as the subjects that are closely related to the outcome of the litigation,should participate in the litigation as a third party.