股东派生诉讼前置程序比较研究民商法专业论文.docxVIP

Abs Abstract 1 1 2 2 The shareholder’s derivative suit originated from the Common Law. It means shareholders with statutory qualifications can sue the offenders in their own name when the company is indolent or declines to prosecute the offenders. The Shareholder’s derivative suit has become the important tool of protecting minority shareholders’ lawful rights and completing the corporate governance structure since its birth in the nineteenth century. However, the company has independent personality as well as a small number of shareholders may abuse shareholders’ derivative suits. It needs to limit the application of shareholders’ derivative suits. Otherwise it may lead to the improper interference with normal operations of the company and violating the intent of legislative. The pre-suit requirement of shareholders’ derivative suits is used to limit derivative suits and achieve its original purpose. It means the shareholders must request particular company authorities to sue the offenders before bring a derivative suit to the court. The shareholders are able to bring a derivative suit to the court when company refuses to sue the offenders or replies in excess of the deadline. China has no legal provisions of the shareholder’s derivative suit in a long time until revising the Company Law in 2005.The pre-suit requirement is mainly regulated in article 152 of 2005 Company Law. But the article itself is so general that many problems in practice haven’t been solved. In order to fix the existing provisions about shareholders’ derivative suits, this paper will discuss the theoretical basis of derivative suits and pre-suit requirement, make a comparative research on the specific systems of derivative suits. This paper will make several improvement suggestions about the pre-suit requirement of derivative suits, hoping it make sense. The introduction of this paper leads to the topic of study, including the purpose of study, the overview and innovation of study. The conclusi