Research On The Construction Of China’s Double Derivative Suit

As the company evolves from a single plane structure to a multi-level structure,the laws and regulations should be accordingly updated.This paper focuses on ouble derivative suit,and discusses it from three perspectives:what,why and how it should be constructed,aiming to clarify its structure and theory and pave the way for the renewal of the representative litigation system.Beginning with the emergence of double derivative suit,The introduction part lists the current theoretical researches,and explains the purpose of this paper.The first part outlines the framework of the double derivative suit and makes a portrait of the system.In current research,it is not uncommon to discuss double derivative suit,but explanation of the content of the regulation is mostly avoided.This paper believes that it is necessary to analyze the structure of the regulation before starting the research on it.A clear understanding of its institutional status and its relationship with the representative litigation helps a lot.Chapter Two explains why the regulation should be established from two parts:the necessity and legitimacy of double derivative suit.The limitation of shareholder rights in theory and the lack of trial rules for such cases in practice,as well as the shortcomings of existing solutions demonstrate the necessity and legitimacy of double derivative suit.The argument for legitimacy is still in the exploratory stage.Although each theoretical point of view has its drawbacks,at the macro level,double derivative suit is the manifestation of the principle of fairness in the company law,which affirms its legitimacy.The third chapter conducts research on the theory and system of dual representative litigation outside the territory,in order to draw enlightenment and reference for China.This chapter mainly selects the United States and Japan as the research objects.This is because the shareholder representative litigation in China draws on the legislation of these two countries when it is established.Cause the two country are the representatives of the common law system and the civil law system respectively,they can provide a reference for China’s double derivative suit.Furthermore,the fourth part elaborates the core point of the paper.The system content of double derivative suit can be divided into basic framework and guarantee system.This part only analyzes the former,which is based on the consideration of the development status of China.The basic system framework should be established first,and then the guarantee system should be adjusted according to the actual situation.This article discusses some aspects of application of the regulation and points out their own views and some thoughts respectively,and clarifies the status of litigation.The last part is to argue the way to construct double derivative suit in China.Both legislative and judicial approaches have their pros and cons.At this stage,perfecting its institutional framework in the form of judicial interpretation may solve the urgent needs in practice,and then fixing its trial rules in the form of guiding cases.The shareholder double derivative suit is complicated because it crosses the independent legal personality of the parent company and involves multiple internal entities of the company.But as a new thing,it will inevitably face a series of disputes and doubts when constructing it.Therefore,this paper hopes to attract more scholars to participate in the discussion of the double derivative suit.However,we must always treat its advantages in an objective manner and treat its shortcomings and deficiencies dialectically,so as to give full play to its maximum system function,namely making it play a role in perfecting China’s corporate law system and guiding corporate governance practices.