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Shareholder Litigation Against Directors of Studies Directly

Author: YangHongXin
Tutor: ZuoXingDong
School: Guizhou University
Course: Legal
Keywords: Direct action of shareholders for directors Historical development Theoretical foundation Legislative status Legislative proposals
CLC: D922.291.91
Type: Master's thesis
Year: 2009
Downloads: 13
Quote: 0
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Abstract

In modern society, the company is the most common, the most important corporate profit, and its contribution to the socio-economic development is unique, the company is based on the existence of shareholders investment, how to protect the rights of shareholders better to encourage the investment enthusiasm of shareholders States is one of the common goal of the Companies Act. With the general meeting of shareholders to the Board of Directors centrism changes. The interests of shareholders against the directors of the situation was becoming increasingly serious, the protection of the rights of shareholders is particularly important, shareholder litigation against directors system came into being. In this paper, an analysis of such a system after the introduction of such a system set up our country to make some suggestions.The author of the first directors of the shareholders of the concept of direct action, as well as the characteristics of the historical development of the distinction between derivative litigation to be discussed, and then on the basis of its theoretical and Two Legal scholars opinion about this system, a comparative study, combined with the status quo in our country’s legislation put forward a our country at such a perfect system.This paper aims to shareholders on the directors to discuss the issue of direct action with a view to improving the responsibility system of our country directors to strengthen the regulation of directors and the protection of the interests of the shareholders, up from the structure that in addition to the full text of the introduction and conclusion, the total is divided into four part.Part I:First of all, some scholars of our country directors to shareholders under the definition of direct action by the summary, and then directly to shareholders on the directors to define the concept of action. Analysis and then summed up the difference with the Derivative Action, the end of its historical development to be examined in order to explore the development of the law of the system.Part II:details of the shareholders of the directors of the legal basis for direct action, and then on Two Legal scholars on this issue described a different opinion, through a comparative analysis between the two to give us enlightenment on this issue: Britain and the United States National "obligation-the responsibility of the rationality of the system; the civil law legal liability of directors to shareholders of the drawbacks of generalization. PartⅢ:focuses on the shareholders of China’s direct action on the legislative director of the status quo, as well as corporate governance in our country’s problem, by comparison with foreign legislation, the U.S. less than:the principle of capital for the large majority shareholders control the board of directors may provide; the Board of Directors acts on the lack of supervision, control and powerlessness; people on behalf of our country the legal system is effective monitoring of the directors an insurmountable barrier; ambiguous provisions of the shareholders the right to relief, inadequate.PartⅣ:This is also the focus of the article, the system for our country about the inadequacy of the adoption of advanced foreign experience and practice, and put forward their proposals with a view to the shareholders of our country directors to direct the proceedings will help to improve in order to better protect the interests of shareholders, directors of risk-sharing, and promote the sound development of the company.At the conclusion of this article suggested that one of the important role of the law is to adjust and reconcile the various conflicting interests, legislators, legal norms constitute a conflict of interest to address a variety of principles and theory; advanced legislation necessary for the guidance of scientific theory, "he Stones from other hills may serve to polish jade, "the sound of any system can not be separated from the draw with a reasonable choice. Economic system in the market yet to be perfected, the rule of law is still in the initial stage of construction, people’s awareness of the rule of law is still relatively weak phase, while China’s current corporate governance structure is still not perfect, the perfect right to appeal to shareholders the right to the protection of shareholders has become an important tool, and draw on advanced foreign experience and practice, our country is to improve the direct action of shareholders for directors and the only way for a shortcut. With the trust and change the environment of public justice will in practice be constantly testing and amendment; our country directors to shareholders of the same system of direct action, the rationality of the system should experience at trial.

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