随着现代公司所有权与经营权的分离,各国均十分关注在此过程中所产生的公司治理结构问题。然而,我国公司治理结构中却存在程序上的缺陷,这往往使得股东的权利受到侵害时,难以行使实体上的权利。笔者认为,应当借鉴发达国家均已普遍建立的股东派生诉讼,以使得我国的公司治理结构得到平衡。 With the separation of ownership and management of modern companies, all countries are very concerned about the corporate governance structure arising from this process. However, there are procedural flaws in the corporate governance of our country, which often make it difficult for the shareholders to exercise their substantive rights when their rights are violated. The author believes that it is necessary to draw lessons from the shareholder derivative lawsuits that have been widely established in developed countries so that the structure of corporate governance in our country can be balanced.