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股东代表诉讼制度的建立源于公司内部机制难以平衡的两个利益冲突:大股东与中小股东的利益冲突,股东与经营管理者的利益冲突.本文认为对股东代表诉讼应采取激励机制,对原告的资格限制应放宽,法院受理案件后,应当公告通知公司的其他股东可以作为共同诉讼人参加诉讼,并通知公司作为无独立请求权的第三人参加诉讼.
The establishment of shareholder representative litigation system originated from two conflicts of interest which are difficult to be balanced in the internal mechanism of the company: the conflict of interest between the major shareholders and the minority shareholders, and the conflict of interests between the shareholders and the managers.This paper holds that an incentive mechanism should be adopted for shareholder representative litigation, The qualification limit should be relaxed. After the court accepts the case, it shall notify the other shareholders of the company that the other litigants of the company can join the litigation as co-litigant and inform the company to attend the litigation as a third party without independent right of claim.