我国股东代表诉讼理论与制度的完善

The Perfection of the Theory and System of Shareholder Representative Litigation in China

我国股东代表诉讼在保护公司和中小股东利益方面发挥了重要作用。作为法律移植的产物,股东代表诉讼的相关理论还比较匮乏,在适用上存在诸多问题,包括原告资格的认定、诉讼费用的承担、前置程序功能的发挥以及是否引入二重代表诉讼等。基于前述问题,本文以夯实股东代表诉讼的理论基础为完善路径,对股东代表诉讼的具体制度进行调整和补充,以期股东代表诉讼在公司治理中发挥应有效用。

Shareholder representative litigation in China has played an important role in protecting the interests of companies and minority shareholders.As a product of legal transplantation,the relevant theories of shareholder representative litigation are still scarce,and there are many problems in application,including the identification of the qualification of the plaintiff,the burden of litigation costs,the function of pre-procedures,and whether to introduce dual representative litigation,etc.Based on the above problems,in order to improve shareholder representative litigation,this paper starting from the basic theory,adjusts and supplements the specific system of shareholder representative litigation,hoping that it can play a role in corporate governance.