Second, the special procedures for shareholder lawsuit
(A) the Shareholder's pre-litigation procedure
Shareholder litigation to protect the substantive rights belong to the company, so national legislation were to require a shareholder in the prosecution of the company before the first board of directors or supervisory board should be made to the company on behalf of the victims have filed suit only after being refused to be filed on behalf of proceedings. States compay act pre-litigation process on behalf of the provisions of the same. In this regard, the United States "Model Law on Commercial Companies," provides that only those with certain conditions, shareholders can initiate a derivative program, only eligible shareholders held companies according to company founders, directors and other virulence of human accountability v. 60 days, the company has not filed the lawsuit, the shareholders of a claim can be filed shareholder lawsuit.
China's "Company Law" Article 152 of the three sub-conditions on the shareholder lawsuit and the pre-defined procedure for the front of the shareholder lawsuit procedural requirements were more specific, will be held related companies filed a request Damage Liability refinement for different companies authorities, and thus help to play a substantial role in the pre-program. In addition, our "Company Law" Article 152, paragraph 2 provides that shareholders may from time in an emergency procedure by the pre-specified waiting period, and direct action brought on behalf of shareholders.
(B) the jurisdiction of the Shareholder Litigation
On behalf of the shareholder litigation, as the defendant's virulence of people (in the common law for the damage caused by the defendant as a real person) may be in a highly dispersed state, while in the litigation itself is critical to the company's position, so from the easy litigation settlement proceeding, it should be defined as the exclusive jurisdiction of the jurisdiction. Countries (regions) Law as a substantive law, most do not have to make it clear that as a procedural law which will deal with the problem. China's "Law explained (2) (Draft)" Article 29, paragraph 1, explicitly states: "The shareholders of the Company Law 150th according to the provisions of two articles mentioned in the shareholder lawsuit, the company has his domicile . "and so, China has also introduced the company shareholder lawsuit court exclusive jurisdiction of the domicile.