一、问题的提出:股东派生诉讼制度的实施状况堪忧股东派生诉讼制度作为公司治理机制的重要组成部分,被认为是遏制管理层不法行为、保护公司及少数股东利益的私人执法途径。是否赋予股东起诉董事和管理层的权利,已经在很大程度上成为衡量某一国家是否能够为股东提供良好保护的结构性特征。因此,股东派生诉讼制度不仅在美国得以长期存续,而且为英国、澳大利亚、新加坡、新西兰等英美普通法国家所普遍接受,同时,被德国、韩国、日本等大陆法系国家所继受。特别是近些年来,为了完善 First, the question put forward: the implementation of shareholder derivative litigation system worries Shareholder derivative litigation system as an important part of corporate governance mechanism, is considered to curb illegal management behavior, protect the interests of private companies and minority shareholders avenue of law enforcement. Whether to give shareholders the right to prosecute directors and management has become largely a structural feature of whether a country can provide good protection to its shareholders. Therefore, the system of shareholder derivative litigation not only has long-term existence in the United States, but also been generally accepted by common law countries such as Britain, Australia, Singapore, New Zealand and other Anglo-American countries. At the same time, it is inherited by civil law countries such as Germany, South Korea and Japan. Especially in recent years, in order to improve