股东派生诉讼之激励与约束探究（Research on Incentive and restriction of shareholder derivative action）.docVIP

股东派生诉讼之激励与约束探究（Research on Incentive and restriction of shareholder derivative action） Research on Incentive and restriction of shareholder derivative action This article source: paper / [Abstract] the new company law for the first time established the shareholder derivative litigation, between incentive and constraint for the system is to improve the process of the best balance point, this is a long process. Requires continuous efforts and bold attempt. This article focuses on how to motivate and restrict shareholder derivative action, hoping to benefit the establishment and improvement of shareholder derivative action system in china. [keyword] shareholder derivative action incentive constraint I. Introduction Chinas current legal system recognizes that the company has legal personality, but it is also an indisputable fact that the company depends on the rights and responsibilities of the natural person. One theory, the company authority responsible person, such as directors, supervisors and managers, and the interests of the company should be consistent with the best interests of the company they should in order to work, but in practice, the directors, supervisors and managers to damage the interests of the company always happens. As a result of the directors, supervisors, managers and other insiders control, the companys interests in this damage is usually very numb, and the companys numbness seems to be related only to the company itself, but in fact it is not. Although the company has a legal personality, but from the perspective of economic interest really share the interests of the company shall be shareholders, the interests of the company, the final damage is only shareholders, especially minority shareholders. Therefore, most of the commercial law in various countries and regions in the world endow the shareholders with the right to take derivative action in their own name when the company is in the interests of the company, while the company is lazy to p