以规范大股东和董事的行为,维护中小股东权益为目的股东派生诉讼制度在世界各主要市场经济国家的公司法中均有规定。我国《公司法》修改之后确立股东派生诉讼制度无论是理论上还是现实需要都有合理性,但制度的内容在某种程度上还具有一定的缺陷性,仍需进一步的完善。 In order to regulate the behavior of major shareholders and directors and safeguard the rights and interests of minority shareholders, the derivative lawsuit system of shareholders is stipulated in the company law of all the major market economy countries in the world. The establishment of shareholder derivative litigation system after the revision of the “Company Law” in our country is reasonable both in theory and in reality. However, the content of the system still has certain defects in some extent and needs to be further improved.