The Justification Of The Administrative Litigation Of Shareholders’ Representatives

Article 151 of my country’s Company Law has formally established my country’s shareholder representative litigation system,and the Company Law Interpretation IV has been further improved to provide a clear legal basis for the trial of shareholder representative litigation cases in judicial practice.As the Company Law and judicial interpretations provide too principles and generalizations on the shareholder representative litigation system,many problems have arisen in specific applications.The question that this article is devoted to exploring is whether the company’s shareholders can file an administrative lawsuit in their own name for the benefit of the company if the administrative agency’s administrative actions infringe on the company’s interests and the company refuses or is lazy to file an administrative lawsuit.In short,can the shareholders of a company file an administrative lawsuit in their own name for the benefit of the company? This issue involves two aspects of discussion: the defendant involved in shareholder representative litigation in the theory of corporate law,and whether the shareholder has the qualifications of the plaintiff to file an administrative litigation in his own name for the benefit of the company in the judicial practice of administrative litigation.In other words,the exploration of whether shareholders can initiate administrative litigation in their own name for the benefit of the company can easily lead to the study of the subject of shareholder representative administrative litigation,so the subject can be the starting point for analysis.The academic differences are mainly focused on whether outsiders of the company can be defendants in shareholder representative litigation.This article restricts the outsiders of the company to administrative agencies to facilitate discussion.In this regard,the views of domestic scholars can be roughly divided into two factions: "affirmative" and "negative".Scholars who hold the "affirmative" claim that the scope of defendants in shareholder representative lawsuits should be extended to all infringers who damage the legitimate rights and interests of the company,including third parties and administrative agencies.Scholars who hold the "negative theory" pointed out tit-for-tat that the scope of defendants in shareholder representative litigation should be limited to the company’s internal personnel and relevant responsible personnel,and the possibility of shareholder representative’s administrative litigation is ruled out.Judging from the degree of discussion by scholars,the two views are currently evenly matched.Regarding whether shareholders can file administrative litigation in their own name for the benefit of the company,in judicial practice,the courts have different approaches.There are three attitudes of approval,denial and avoidance,and there are great differences in the process of judgment and reasoning.The unanimous part is that the focus of disputes in the case is mainly on whether the company’s shareholders have the qualifications to initiate administrative litigation as the plaintiff.At the same time,whether the plaintiff as a shareholder has an interest relationship with the accused administrative action,and how to determine the interest relationship has also become An unavoidable problem.Finally,based on the analysis of the two aspects of corporate legal theory and administrative litigation judicial practice,this article proposes that shareholders can file administrative litigation in their own name for the benefit of the company and the corresponding reasons.It further argues that shareholder representative administrative litigation can be treated as an exception to the qualifications of the plaintiff in administrative litigation,that is,in shareholder representative administrative litigation cases,the court no longer needs to determine that the plaintiff shareholder needs to have an interest relationship with the accused administrative action.