一、简介双重代表诉讼是指母公司股东针对子公司董事、高管等对子公司为不当行为而发起的诉讼。法院讨论双重代表诉讼已经超过了四分之三个世纪,而却没有如单重代表诉讼一样认可双重代表诉讼制度。传统意义上的代表诉讼赋予股东代表公司起诉约定中另一方的权利。双重代表诉讼同样具有维护合法权利并威慑可能的不正当行为的作用。但这种诉讼被批评为不必要,因为可供选择的救济方式已存,并且亦不能满足“同期所有权”的要求。进一步而言,部分法院也提出了过时的和不充分的依据来粉碎双重代表诉 I. Introduction The dual representative lawsuit refers to the lawsuits initiated by the shareholder of the parent company against the subsidiaries for the improper conduct of the directors and senior executives of the subsidiaries. The courts have been discussing the dual representative lawsuit for more than three-quarters of a century, but have not endorsed the dual representative lawsuit just as a single representative lawsuit. The traditional representative litigation gives shareholders the right to sue the other party on behalf of the company. Dual representative litigation also has the role of safeguarding legitimate rights and deterring possible misconduct. However, such litigation has been criticized as unnecessary because alternative remedies exist and can not meet the requirements of “contemporaneous ownership.” Further, some courts have also made obsolete and inadequate basis to smash the dual representative