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股东诉讼作为公司法中保护股东权益的一项重要制度,历经近三百年的发展与完善,迄今各国公司法普遍接受。我国新公司法确立了股东派生诉讼制度对提高我国公司治理水平,保护中小股东利益起到重要作用。对于正确理解股东派生诉讼和直接诉讼有重要作用。同时新公司法对少数股东提起派生诉讼的条件、诉讼程序都予以明确规定。虽然新公司法规定了股东派生诉讼制度,但我国还处于初级阶段对股东派生诉讼的认识还不全面,可能出现少数股东滥用诉权的现象或者股东权利意识不高,缺乏激励机制等等。因此,需要在今后的立法与实践中进一步完善和发展。
As an important system of protecting the rights and interests of shareholders in the Company Law, shareholders’ lawsuit has experienced the development and improvement of nearly three hundred years. Until now, corporate law in other countries has generally accepted. The new company law of our country established the shareholder derivative litigation system plays an important role in raising the level of corporate governance in our country and protecting the interests of minority shareholders. For the correct understanding of shareholder derivative litigation and direct litigation have an important role. At the same time, the conditions of the derivative lawsuit filed by the new company law on the minority shareholders and the litigation procedures should be clearly defined. Although the new company law stipulates the system of shareholder derivative litigation, our understanding of shareholder derivative litigation in the initial stage is still not comprehensive. There may be a phenomenon of abuse of right of action by minority shareholders or a lack of awareness of shareholder rights, lack of incentive mechanism and so on. Therefore, it needs to be further perfected and developed in the future legislation and practice.