论我国公司股东派生诉讼的适用要件.pdfVIP

Abstract With the rapid development of global economy, the company autonomy in operations also has been obvious, although thecapital majority rule is scientific , its a hidden for the minority shareholders right. Shareholder derivative suit is the basic system of shareholders rights protection, this system in British and American has developed and operated effectively. Shareholder derivative suit is, if the Senior administrators of a company has caused any loss to the company due to his personnel illegal behavior, and the company delayed in asking for compensation for the losses, the shareholders of the company can start lawsuit in the name of the company and require the offenders to recompense the loss. This system can not only effectively protect the rights of the minority shareholders, but also improve the companys internal management mechanism. Therefore, in 2005, China officially joins the system of the shareholders derivative suit to the new revised company law. But in our countrys company law, the provisions about the shareholder derivative suit is not clear enough. and inevitably some shortcomings come along in litigation. This paper is divided into three parts, and the analysis mainly in the applicable elements of our countrys shareholder derivative suit. First of all, a general description for shareholder derivative suit, with reference from case of Qingdao, and learn from the successful experience from foreign countries and analyse the differences of foreign countries legislation; Second, make a analysis of