Research On The Legislation Of Multi Shareholder Representative Litigation System Under The Structure Of Parent Subsidiary Company

China made a long and cautious amendment to the current company law in 2005.Since then,the shareholder representative litigation has entered the scope of the legal provisions of our country.After that,it has triggered a series of discussions on the shareholder representative litigation and its related extension in the academic circles.Shareholder representative litigation can protect the legitimate rights and interests of shareholders.It is a system emerging from a single corporate structure.Because of the rapid economic development in China,a problem has arisen.Because of the rapid economic development in China,a problem has arisen,that is unable to protect the rights and interests of the parent company and its shareholders under the framework of the parent and subsidiary companies of modern enterprise groups.With the rapid development of economy,the business model of parent and subsidiary companies of modern enterprise groups is increasingly popular.The characteristics of its closely related community of interests also make the parent and subsidiary companies can not simply apply shareholder representative litigation like single structure companies.With the complexity of the structure of parent and subsidiary companies,various problems exposed in the operation have led to some new situations,resulting in our existing laws can not protect the interests of the company or some shareholders.Some people who can control the parent company improperly use their rights to dominate the subsidiary company,With the complexity of the structure of parent and subsidiary companies,various problems exposed in the operation have led to some new situations,resulting in our existing laws can not protect the interests of the company or some shareholders.Some people who can control the parent company improperly use their rights to dominate the subsidiary company.Therefore,it is necessary to introduce and explore a multi shareholder representative litigation system that can effectively solve this problem.This paper is mainly divided into four chapters.The preface introduces the existing system in China.The first chapter focuses on the background of the multi shareholder representative litigation system.After a brief introduction to the meaning of the system,through the analysis of Shuanghui "lean meat essence" case and Nanjing Guangxia Wanjie company case,we find out the similarities of the difficult problems of protecting the interests of shareholders of its subsidiary company and parent company.In order to solve the problem that the existing shareholder representative litigation has been unable to meet the needs of a large number of minority shareholders to protect their own interests,We urgently need to explore a model that applies the existing shareholder representative litigation system based on a single company to the parent and subsidiary companies,so as to give full play to the functions of some systems.The second chapter makes a comprehensive analysis of the current support theory of the multiple shareholder representative litigation system-the denial theory of corporate personality,the opposition theory-which may bring negative effects,and comes to the conclusion that the law expanded on the basis of the joint control theory should protect the basic right of appeal to the court when the legitimate rights and interests of the shareholders of the parent company are indirectly infringed,so as to support the legislation to establish the system,which is the necessity of its legislation Theoretical groundwork for feasibility.In the third chapter,by comparing the judicial interpretation of the company law(IV)(Draft for comments),the author demonstrates the necessity and feasibility of legislation rather than standardization in the form of judicial interpretation.This paper discusses why the current system should be legislated from the aspects that the current system can not meet the practical needs,the need to strengthen the protection of the interests of minority shareholders of the parent company,the need to strengthen the effective supervision of the parent company over its subsidiaries,the need to maintain the balance of corporate governance structure and other relief measures.By comparing the legislative background of the United States,Japan and China,the legislative perfection of the current shareholder representative litigation system,the supreme law once recognized the dual shareholder representative litigation,which is consistent with the legislative purpose of the company law,and the feasibility of specific practice,this paper discusses its legislative feasibility.The fourth chapter expounds the key parts of the legislative system design of the multi shareholder representative litigation system.Firstly,it discusses the prosecution conditions of standardizing the multi shareholder representative litigation system from two aspects: the application of standardizing the multi shareholder representative litigation system and the qualification of the plaintiff and defendant.In the application of the norms,it puts forward specific measures to require the parent company to "fully control" its subsidiaries and limit the holding period.Then it discusses the requirements of the pre procedure of setting up the multi shareholder representative litigation system from the necessity of the pre procedure and how to implement it.Finally,it discusses the design focus of establishing the prevention mechanism of shareholders’ abuse of judicial relief,and gives the author’s suggestions.The conclusion of this paper is a summary of the content of this paper.