论股东派生诉讼及其在我国的制度设计

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

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。

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.