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Derivative Actions in Chinese Company Law

By Shaowei Lin


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This new book examines the current derivative law in China, and how it could be improved by comparing it with the relevant law in the United States and the United Kingdom.

Derivative actions, which allow individual shareholders to sue controlling shareholders and managers on behalf of the company, are designed to deter and combat mismanagement. But the need to balance the interests of minority shareholders and corporate efficiency in a country’s company law demands legal crafting that is both of a high order and responsive to the country’s distinctive character, and solutions in this respect are quite different across jurisdictions.

The author shows you why derivative actions in China need to be strengthened and improved, and how this would help lawyers working in this area.

You’ll find comprehensive coverage of topics such as:

  • derivative actions v. market mechanisms and legal mechanisms;
  • who can sue and who can be sued;
  • the debate on legal transplants;
  • double agency costs in China;
  • judicial application of derivative actions under Chinese company law;
  • settlement;
  • legal costs in China.

The author examines China’s derivative action cases from 1993 to 2013, some of which have never appeared in the courts. His interpretation of these will provide you with invaluable perspectives on the Chinese system’s characteristics, successes, and failures.

Along with in-depth analysis that enriches the current legal scholarship on China’s derivative action law and practice, you’ll find authoritative guidance on crafting effective substantive and procedural rules. The author also proposes a new legal framework for the Chinese system.

How this book will help you:

  • Compares derivative actions in China, the United States, and the United Kingdom – helping you contrast the differences and find alternative ways to solve problems
  • Provides a comprehensive empirical study of China’s derivative action cases from 1993 to 2013, highlighting cases that are not generally known
  • Analyses China’s derivative actions legal framework in depth, giving you the information you need to proceed
  • Offers you authoritative guidance on crafting effective substantive and procedural rules for China’s derivative actions
  • Proposes a new legal framework for the Chinese derivative action system

Legal academics, and companies and their counsel doing business in China will find this book essential reading.

Resources Table of Contents
Pages 288
Publish Date 03/04/2015
Product Line Kluwer Law International
ISBN 9789041159885
SKU 9041159886
Table of Contents

About the Author.



CHAPTER 1 Introduction.

CHAPTER 2 The Need of Enhancing Derivative Actions in China.

CHAPTER 3 Derivative Actions in China.

CHAPTER 4 Comparative Analysis.

CHAPTER 5 Making Derivative Actions Work in China: The Funding Issue.

CHAPTER 6 Conclusion.

ANNEX I Derivative Actions Cases Prior to Company Law 2005.

ANNEX II Derivative Actions Cases after Company Law 2005.


Table of Cases.

Table of Legislation.