本文对于我国新《公司法》下的股东派生诉讼制度进行实证研究,从案件的总体数目、年度分布、地域分布、涉案公司类型和股权情况、诉讼当事人、诉讼理由、前置程序以及成本收益等方面全面揭示和评估该制度的实施情况,并从法解释学和立法论等角度提出相关完善建议。笔者发现,该制度已经得到了积极运用,并产生了实质性的诉讼利益;但与国外不同,我国目前针对股份有限公司的判例极少,而几乎所有的判例都是发生在有限责任公司的场合,这不符合我国引入该制度的立法初衷,没有充分发挥其功能。从比较法经济学的角度,本文认为其原因在于,《公司法》对于股份有限公司中派生诉讼的原告资格限制过于严格,以及诉讼成本与收益的严重失衡导致了提起股东派生诉讼的激励不足。另外,基于实证数据,本文建议被告范围应当采取广义解释,公司的诉讼地位应确定为第三人,前置程序应当允许公司以正当理由阻止诉讼,并且扩展豁免请求范围。 This article conducts an empirical research on the system of shareholder derivative litigation in China under the new “Company Law”, from the total number of cases, annual distribution, geographical distribution, the types of companies involved and the ownership of shares, litigants, reasons for litigation, pre-process and cost-benefit In this respect, it fully discloses and evaluates the implementation of the system, and puts forward relevant suggestions for improvement from the perspectives of legal hermeneutics and legislation. The author finds that the system has been actively used and has generated substantive litigation interests. However, different from abroad, there are few precedents for joint-stock limited companies in our country. However, almost all cases precede the limited liability companies , Which is not in conformity with the original intention of our country’s introduction of the system and fails to give full play to its functions. From the perspective of comparative law and economics, this paper argues that the reason why the Company Law restricts the qualification of plaintiffs in derivative lawsuits in joint-stock companies and that the serious imbalance between litigation costs and benefits has led to insufficient incentive to raise shareholder derivative lawsuits. In addition, based on the empirical data, this paper suggests that the defendant’s scope should be broadly interpreted. The litigation status of the company should be determined as a third party. The pre-process should allow the company to stop the lawsuit on justified grounds and extend the scope of the exemption request.