论股东派生诉讼及其在我国的制度设计

股东派生诉讼是对公司独立人格制度缺陷的弥补,其建立是平衡公司内部利益关系、强化公司治理的需要。在我国由于公司治理的失效,急需以股东派生诉讼制度监督公司经营者。而且鉴于我国国情,我国的股东派生诉讼制度应以鼓励诉讼为立法侧重点。我国公司法修正后建立了股东派生诉讼制度,值得赞成,但也不尽合理与完善。

Shareholder's Derivation Action and It's System Design in our Country

the shareholder's derivation action is to make up the defect of company's independent personality system.And the foundation of it is to balance the inside interest of company,strengthen the company's governance.Due to the invalid of company governance structure,the operator of company needs badly to be superintended with the system of shareholder's derivation action in our country.And in view of our national condition,encouraging legal action should be taken as the legislation emphasis of our country's shareholder's derivation action system.It is deserved to be approved that our country's law of corporation is amended to found the shareholder's derivation action system,however at the same time there are some unreasonable and incompletely rational provisions.