论我国股东派生诉讼制度的构建

Discussion On The Formation of The Shareholder's Derivative Action System

通过对国外两种立法模式的比较,阐析了现代公司法承认并宽松适用股东派生诉讼的必要性与可能性。在此基础上,提出了构架我国股东派生诉讼制度的若干立法设想,即原告主体资格及其限制、被告范围及责任事由以及公司在诉讼中的地位。

The present article, by comparing two legislative modes abroad, focuses on analyzing the legislative tendency which the modern foreign company laws affirm the shareholder's derivative action and apply it leniently and further elaborates theoretically and realistically, the necessity and possibility to establish the in China. Based on that, the article raises some tentative ideas and suggestions for forming the shareholder's derivative action in China, which are the qual ification and limitation of the plaintiff, the sphere of the defendant, the causes of the defendant's responsibility and the company's status in suit.