派生诉讼又称股东代表诉讼,是指当公司的合法权益受到不法侵害而公司却怠于起诉时,公司的股东以自己的名义起诉,而所获赔偿归于公司的一种诉讼形态。派生诉讼的原告只是享有名义上的诉权,胜诉后利益归于公司,提起诉讼的股东只是由于拥有股份而间接受益。派生诉讼的作用有两个:一是损害赔偿作用,二是违法行为抑止作用。从长远来看,派生诉讼不 Derivative action, also known as shareholder representative lawsuit, means that when the legitimate rights and interests of the company are infringed upon and the company lacks litigation, the shareholders of the company sue in their own name, and the compensation is attributed to the company as a lawsuit. The plaintiff who derived the lawsuit only enjoyed a nominal right of action. After winning the law, the interest was vested in the company. The shareholder who initiated the litigation only benefited indirectly from the ownership of the shares. Derivative action has two roles: First, the role of damages, and second, the suppression of illegal acts. In the long run, derivative proceedings do not