股东代表诉讼的司法适用与立法完善——以《公司法》第152条的解释为中心

《公司法》确立的股东代表诉讼制度在法院的审判实践中将会遇诸多问题。关注司法判例和展开理论研讨对于股东代表诉讼制度在我国的成功适用至为重要。理论界和实务界不应拘泥于法条的诠释,而应当结合中国股东代表诉讼的实际状况不断反思制度架构和运作程序,惟其如此,方可使我国的股东代表诉讼制度兼具"适应性"和"适用性",既能满足社会发展需要,又能方便司法适用。

Judicial Application and Legislative Perfection of Shareholder's Representative Litigation

The system of shareholder derivative action stipulated by the China's Company Law will meet great challenge during the judicial practice as it's an absolutely new concept and institution to Chinese.Judicial Case study and theoretical research are equal important to the success of shareholder derivative action in China.We shouldn't be rigidly adhere to the stipulation's explanatory,on the contrary,we should pay more attention to the reality and practice of the applicability of the system,and therefore we could improve the system construction and operational process of the shareholder derivative action.