一、股东派生诉讼的含义、范围为了周全地保护公司利益及股东权益免受各种不正当行为的侵害,很多国家都制订相应的实体法律赋予股东代表公司行使诉权的权力,即股东派生诉讼权或股东代表诉讼提起权,并在程序法上创建股东派生诉讼制度。股东派生诉讼是指公司的董事、经理及多数股东等违反对公司的忠实义务或从事其他违法活动,导致对公司及股东整体利益的损害,而公司怠于通过诉讼追究其法律责任 I. The Meaning and Scope of the Shareholder Derivative Action In order to protect the interests of the company and the shareholders’ rights and interests from all kinds of improper behaviors, many countries have enacted corresponding substantive laws to give shareholders the right to exercise their rights on behalf of the company, that is, the shareholder’s derivative action Or shareholder’s representative’s right to initiate a litigation, and create a shareholder derivative action system on the procedural law. The lawsuit of shareholder derivative means that the directors, managers and majority shareholders of the company, for example, violate the loyalty obligations or engage in other illegal activities with the company, resulting in the damage to the overall interests of the company and the shareholders, and the company lacks the legal responsibility to pursue litigation