股东派生诉讼当事人制度研究民商法学专业论文.docxVIP

II II Abstract The shareholder derivative action,by which the shareholders of legal requirement can commence on their own name against the infringe for the interests of corporation under certain circumstances, has been introduced into the present Company Law, which has effectively restricted the majority of shareholders’ illegal behavior, thus protecting the minority’s lawful right. Considering the derivative action’s own characters and attributes, different countries, while encouraging it, work out relative systems to restrict and constrain it. In civil action in which private power dispute is dealt with public power, party system, as an indispensible requirement, is one of the basic theoretical foundations. It is an important factor for the derivative action as well. The key to how to make rational use of the derivative action, is to regulate tightly all the parties, kwow the source of the right of derivative action, stipulate strictly the qualification and requirement for derivative action parties, and define their position and duty in action. Only by which can the system be applied efficiently, thus preventing unreasonable and indiscriminate actions, as well as proctecting a small and medium number of shareholders’ lawful right. In view of Article 152, Company Law, and too simple explanations on derivative action party’s qualification as a subject of law, some of which are even unreasonable holes, it is really hard to handle and conduct in practice. As to the above problems, the thesis, based on the principle of finding a middleground between company self-rule and State intervention, and coordinating encouraging just-cause action and preventing indiscriminate action, attempts, in reference to other countries’ advanced lawmaking and justice experience, targeting the existing problems in our lawmaking, to present instructive advice and sketch sound ideas for improving the shareholder derivative action party system lawmaking and promoting judical practise developme