一、前言股东代表公司为了公司的利益追究董事责任的制度,即股东代表诉讼(derivativeactions)制度,在公司治理的议论中经常被提及。但同样是将股东代表诉讼定位于公司治理的一环,与经济合作与发展组织(Organisation for Economic Co-operation and Development,OECD以下简称经合组织)的《公司治理的原理》(Principles of Corporate I. Introduction The system in which shareholders represent the company for holding the directors’ responsibility for the benefit of the company, that is, the system of derivativeactions of shareholders, is often mentioned in the discussion of corporate governance. However, the same is true of shareholder representative litigation in corporate governance, in conjunction with Principles of Corporate of the Organization for Economic Co-operation and Development (OECD, hereinafter referred to as the Organization for Economic Co-operation and Development)