股东派生诉讼制度在外国已有一段较长的历史,在中小股东维权方面已经形成了常规的公司法律制度,且经过实践的检验,制度设计上日趋合理。本文认为我国的股东派生诉讼在《公司法》中的规定过于笼统,难以操作,无论是其实体规范还是程序规范,都需要进一步完善。 The system of shareholder derivative litigation has a long history in foreign countries and has formed a regular corporate legal system in the protection of rights of minority shareholders. And through practical tests, the system design has become more and more reasonable. This paper argues that the derivative lawsuits of shareholders in our country are too general and difficult to operate, and their substantive norms need to be further improved.