Research On The Dual Shareholder Representative Litigation System

In the more than ten years since the introduction of the shareholder representative litigation system in my country,the market economy has developed rapidly,the scale of the company has continued to expand,the awareness of investors' rights protection has increased,and the number of related disputes has soared.In order to better play the role of the system in protecting the interests of companies and small and medium shareholders,two consecutive judicial interpretations in 2017 and2019 made detailed provisions on the system.The improvement of the system puts forward higher requirements.However,the current shareholder representative litigation system is based on a single company structure,and the shareholders of the parent company cannot go to the subsidiary to file a lawsuit on their behalf under the constraints of the principle of legal personality independence.The dual shareholder representative litigation system is a breakthrough in the independent personality of the parent and subsidiary companies.Under certain conditions,the parent company's shareholder litigation subject qualification is granted and the subrogation subsidiary is allowed to exercise the representative power,which is of great significance to the protection of the company and shareholders' interests.The dual shareholder representative litigation system originated from the case law of the United States in the 19 th century.Japan introduced the system in the form of statutory law for the first time when the company law was revised in 2014.Under the background that the modern corporate governance structure of our country is gradually moving towards large-scale and group-oriented development,it is necessary to examine the legislative background and experience outside the territory on the basis of the shareholder representative litigation system,explore the introduction and construction of this system in our country,and Put forward specific system design and suggestions.This article is divided into four parts.The first part firstly analyzes the nature of the dual shareholder representative litigation,clarifies the nature of the system,and deepens the understanding of the system;secondly,introduces and comments on the mainstream doctrine of disagreement,clarifies the theoretical basis of the system,and demonstrates The legitimacy of the system.The second part is based on the status quo of practice and explores whether the dual shareholder representative litigation has the soil for the generation and development in our country.First,proceed from the necessity to study the problems existing in our country's practice and the significance of establishing the system;second,proceed from the feasibility to examine the actual legislative and judicial conditions in my country from the perspectives of legislation and justice,and clarify the reality introduced by the system Value and whether it meets the actual needs of our country.The third part explores the design background of relevant extraterritorial institutions and the regulatory content of specific elements,successively inspects the legislative background and experience of the United States and Japan,and further combines my country's existing institutional framework to conclude on the basis of ensuring legislative continuity.The direction of system construction.The fourth part discusses the specific ideas of our country's system design.On the basis of drawing on the experience of extraterritorial legislation and combining with the content of our country's current shareholder representative litigation system,we discuss the specific system construction from the three aspects of subject qualifications,applicable conditions and pre-procedures.Ensure that it is in harmony with our country's actual background and connected with the existing legal system.