在我国《公司法》中对中小股东利益保护有着详细的条文,但是对于弱势大股东的保护却没有进行规定,弱势大股东可以理解为在董事会中处于弱势地位的大股东,其利益也有被侵害的可能。在现实生活中,弱势大股东的情况层出不穷,但是当今立法却未对此进行规定。对于股东派生诉讼这一制度,多数观点认为是为保护中小股东利益而设置。本文认为股东派生诉讼不仅可以适用于中小股东,也可以保护弱势大股东的合法权益。 There are detailed provisions for the protection of the interests of minority shareholders in the “Company Law” of our country, but there is no stipulation for the protection of the weak major shareholders. The major shareholder who can be considered as the minority shareholder who is in a weak position in the board of directors also has its interests infringed Possible. In real life, the situation of vulnerable large shareholders is endless, but the current legislation does not provide for this. For the system of shareholder derivative litigation, the majority opinion is that it is set up to protect the interests of minority shareholders. This article argues that shareholder derivative litigation can not only apply to minority shareholders, but also protect the legitimate rights and interests of the most vulnerable shareholders.