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股东代表诉讼是指当公司正当权益遭受他人侵害,而公司又怠于采取措施维护公司合法权益时,具备法定条件的股东可以以自己的名义代表公司就公司所受到的损害提起诉讼。在现代公司体制中,控股股东往往为使自己的利益最大化而行使权力,容易导致滥用权力从而损害到公司、少数股东利益的情形。股东代表诉讼是权利救济的特别诉讼,我国新《公司法》确定了股东代表诉讼制度,但缺乏具体规定。本文将从原告提起股东代表诉讼的资格,被告范围的确定,公司的诉讼地位,股东代表诉讼的前置程序及股东代表诉讼的管辖等问题进行探讨,以期促使我国股东代表诉讼制度的完善。
Shareholder’s representative litigation means that when the legitimate rights and interests of the company are infringed upon by others and the company lacks measures to protect the legitimate rights and interests of the company, shareholders with legal conditions may, in their own name, sue the company for the damages suffered by the company. In modern corporate system, controlling shareholders often exercise their power to maximize their own interests and easily lead to the abuse of power, thus undermining the interests of the company and minority shareholders. Shareholder representative litigation is a special lawsuit for right relief. Our country’s new “Company Law” defines the shareholder representative litigation system, but there is no specific regulation. This article will discuss the eligibility of shareholder representative litigation filed by the plaintiff, the scope of the accused, the litigation status of the company, the preemptive procedure of shareholder representative litigation and the jurisdiction of shareholders’ representative litigation so as to promote the perfection of litigation system of shareholder representative in our country.