Research on the Shareholders Double Derivative Suit Rules of the New Company Law
Faced with the phenomenon of the expansion of rights arising from the three-dimensional development of the company,the 2023 amendment to the Company Law introduced the rule of dual representation of shareholders,which is aimed at solving the problem of the subsidiary's incapacity for litigation and providing effective remedies.When a subsidiary suffers from internal or external infringement,and both the subsidiary and the parent company are unable or unwilling to file a lawsuit,the shareholders of the parent company can file a dual representation lawsuit.Under the two-tier system,the board of directors or the supervisory board of the subsidiary is required to perform the preliminary procedures,while under the single-tier system,the audit committee replaces the supervisory board to perform the preliminary procedures.The current dual representation litigation rules limit the control relationship of parent-subsidiary companies to direct or indirect wholly-owned parent-subsidiary companies,which should be moderately expanded to include absolutely-controlled parent-subsidiary companies and partially-relatively-controlled parent-subsidiary companies,and increase the rules of shareholders'request for reply in the preliminaries.At the same time,for the parent-subsidiary control relationship hidden in the abuse of rights,shareholders dual representation litigation and other corporate legal norms there is a convergence of the application of space,should pay attention to the system linkage effect,in order to prevent the parent company and its controlling shareholders abuse of the right of control or the parent company of the abuse of the right of small and medium-sized shareholders to sue.
shareholders double derivative suitparent-subsidiary companypre-procedureprohibit abuse of rights
NETL
NSTL
万方数据
