Shareholders Double Derivative Suit

Shareholder representative litigation through the company’s directors,supervisors and senior executives and other illegal responsibility shall be investigated,in order to achieve the goal of protection of rights and interests of shareholders,optimization of corporate governance,but according to the existing provisions,within the framework of parent-subsidiary,group company,the parent company shareholders for directors,supervisors and senior executives and others subsidiaries has the right to pursue illegal responsibility,if he does not give the parent company shareholders responsibility shall be investigated for his right to appeal,it is easy to indulge directors,supervisors and senior executives and others through subsidiaries barrier to commit wrongdoing,unfavorable to achieve company mergers and reorganization of the collectivization management target to reduce operating costs,improve competitiveness.Although the Supreme Court are brewing shareholder representative litigation of the plaintiff and the defendant will extend to the subsidiaries within the framework of,but double shareholders representative litigation and representative litigation and the scope of applicable premise,using the prepositional procedure and so on is not the same,judicial interpretation also does not have the dual shareholder representative litigation system to make specific arrangements,the author proposed the problems in the judicial practice in our country,with reference to the research results of scholars at home and abroad,using the experience of extraterritorial law legislation,put forward the consideration of double shareholder representative litigation system in China.This paper includes the following five parts except introduction:The first part is the development of the system,both at home and abroad,this paper mainly introduces the dual generation and development of system,especially the two countries,and introduce the development in our country and the scholars viewpoint about this system.The second part is the dual shareholder representative litigation in our country,the judicial practice and the existing provisions of the protection of shareholders’ equity.This part from Beijing,Shanghai,guangdong,tianjin,and the typical cases of the Supreme Court and carding classification,from the typical cases and summarizes the dual shareholder representative litigation has the characteristics of;Secondly,from the court’s decision in the analysis of the current judicial practice in China for double shareholder representative lawsuit judicial attitude;Finally points out that the existing provisions of parent-subsidiary,group company under the consequences of inadequate protection of the interests of shareholders.The third part is about the shareholder double representative litigation system of theory and the theoretical foundation of the introduction should choose.This part introduces eight support theories and two kinds of oppose theories,and introduces the corporate point of view in the system and the concern of scholars for the system,and then analysis of the athese theories and ideas,and points out the insufficiencies of support theory,and to refute against theories and views one by one,finally from the build dual shareholder representative will set out to achieve the goal of deterrence theory and compensation theory as the theoretical basis of dual shareholder representative litigation system.The fourth part is the comparison of extraterritorial law and the application of the system.with the method of comparative law,legislative experiences in America and Japan and other countries for reference,and the study of academic success for sublation,and then puts forward the applicable premise of dual shareholder representative litigation system in China,the plaintiff qualifications,scope of the defendant,the advice of the prepositional procedure.The fifth part is conclusion.