很多国家立法中都确立了股东代表诉讼制度,我国《公司法》也不例外。该项诉讼制度的设立,维护了更多中小股东的权益,但同时也带来了一系列问题,究其原因在于制度本身的缺陷。本文在研究该项制度在诉讼管辖、费用承担、诉讼后果规定缺陷基础上,提出了相应的完善对策。 Many national legislations have established shareholder representative litigation system, and our “Company Law” is no exception. The establishment of the litigation system has safeguarded the rights and interests of more minority shareholders, but at the same time it also brought a series of problems because of the defects of the system itself. This article studies the system based on the jurisdiction of the lawsuit, the assumption of the cost, the lawsuit consequences based on the flaws, put forward the corresponding improvement measures.