股东派生诉讼制度的主要作用在于保护中小股东的利益,促进公司治理结构的完善,但该制度涉及公平、效率与秩序之间以及权利与权力之间一系列的价值冲突。在构建该制度时,应努力寻求化解其所涉价值冲突的途径,以便充分实现其应有的功能。 The main function of the shareholder derivative litigation system is to protect the interests of minority shareholders and promote the improvement of corporate governance structure, but the system involves a series of value conflicts between fairness, efficiency and order, and between rights and power. In building this system, efforts should be made to find ways to resolve the conflicts of value involved in order to fully realize its due functions.