论双重股东代表诉讼的原告适格要件——兼评《公司法司法解释四(公开征求意见稿)》第31条

A Study on Plaintif Qualii cation Requirements of Double Derivative Suit —— With Comment on Draft of Company Law Judicial Interpretation Four Article 31 four article 31

双重股东代表诉讼是单一股东代表诉讼的延伸,各国在原告适格要件上也注重保持和单一股东代表诉讼的一致。但是基于股份交换等情形,使得双重股东代表诉讼的原告适格要件势必要有所缓和。我国在构建双重股东代表诉讼制度上,应当首先承认母公司股东具有起诉的资格,调整单一股东代表诉讼在双重股东代表诉讼中的适用障碍,充分考虑股份交换等特殊并购情形对双重股东代表诉讼的原告资格的影响。

The dual shareholder representative litigation is the extension of the single shareholder representative action, and the nations also pay attention to maintaining the consistency of the single shareholder＇s representative action. However, based on the case of the exchange of shares, the dual shareholder representative action of the plaintiff eligibility requirements is required to ease the situation. In the process of construction of shareholder representative litigation system, China should first admit that shareholders of the parent company has qualification of prosecution, and they can adjust single shareholder lawsuit on behalf of double shareholder representative litigation, fully consider the effect of stock exchange and other special merger and acquisition of double shareholder representative litigation plaintiff qualification.