公司法赋予了大股东相当大的权利,比如多数决原则,其初衷是为保护投资份额多的股东的权利。然而,当大股东滥用该权利损害公司及中小股东的权益时,法律如何规制方可平衡受害人利益呢?于是派生诉讼制度应运而生,该制度为英美法系国家首创,它较好地保护了受害人的利益。我国公司法关于派生诉讼制度的规定并非尽善尽美,因此,实践中出现的个案件使法官很茫然,而且理论界说法也各异。所以,很有必要深入研究并逐步完善使其更好的服务于我国公司制度的实践。 Corporations Act gives considerable shareholders substantial rights, such as the majority rule, whose original purpose was to protect the rights of shareholders with large investment shares. However, when the major shareholder abuses this right and damages the rights and interests of the company and its minority shareholders, how can the laws be balanced so as to balance the interests of the victims? The derivative litigation system came into being at the historic moment. This system is the first of its kind in the Anglo- The victim’s interests. The provisions of our company law on derivative litigation system are not perfect. Therefore, the cases that appear in practice make the judge very dazed, and the theories of theorists are different. Therefore, it is necessary to further study and gradually improve its service to better our company system practice.