引入股东派生诉讼制度的立法思考

Thinking About the Legislation of Shareholder-Driving Lawsuit

目前,我国已经允许股东因公司利益受到控制股东或高级管理人员不当行为侵害向人民法院提起诉讼,这种形式的诉讼,在公司法律制度上称为股东派生诉讼制度。文章主要对建立股东派生诉讼制度进行初步的探讨,以为维护股东利益提供理论上的支持。

The company has independent personality in law, but perhaps the shareholder's rights and interests are encroached on directly or indirectly because of administration behaviors of director, senior executive. When receiving others unlawful infringement, because shareholder company ultimate owner of interests in company rights and interests, its rights and interests will inevitably be encroached on indirectly. Our country has already allowed in practice, the shareholder brings a suit before people's court because company's interests are controlled the improper act of the shareholder or the senior executive and encroached on. Lawsuit of this form is called the shareholder derive lawsuit system in company legal system. This text derives the lawsuit system and makes preliminary discussion in setting up to shareholders.