我国《公司法》颁布较晚,现实施行中也出现了很多问题。尤其是关于小股东权益受侵害的问题。但是《公司法》中为应对公司及小股东权益受到侵害等问题而产生的股东诉权及股东代表诉讼制度,在现实中遇到了许多问题。本文期以对此问题进行一个简单阐述,尝试对完善此项制度进行探讨。 China’s “Company Law” promulgated later, the implementation of the reality also appeared in many problems. Especially on the infringement of minority shareholders’ rights. However, in the “Company Law”, there are many problems encountered by the shareholders and the shareholder representative litigation system in response to such problems as the infringement of the rights of the company and minority shareholders. This article will give a simple exposition of this issue and try to explore the perfection of this system.