美国集团诉讼通过“声明退出”规则和胜诉酬金制度,克服大规模侵权中原告的集体行动困境。证券集团诉讼既具有其一般特征,也呈现出独特问题,尤其是美国现行和解与保险机制放大了其弊端,给予集团律师过度激励,纵容了被告公司管理者的恶行,委托代理矛盾再度凸现。于是,填补投资者损害和惩戒阻却违法者两大目标都落空,股东承受着被叠加效应放大的损失,而在其间的分担既无效率又欠公平。反思迄今成效有限的改革举措,本文从不同层面提出了整体解决思路,核心在于使集团诉讼重新“对抗”起来,并积极谋求私人诉讼与公共执法的配合。国情差异表明上述一些主要问题在我国现阶段并不突出或有可能得到控制,“做小做实”的集团诉讼有理由成为竞争性多元证券纠纷解决的选项之一。投资者利益保护须以分散风险为前提,监管与诉讼相济。 The U.S. group litigation has overcome the plaintiff’s collective dilemma in mass infringement by adopting a “declaration of withdrawal” rule and an award system. The securities group litigation has both its general characteristics and unique problems. In particular, the existing reconciliation and insurance mechanism in the United States magnifies its drawbacks and gives group lawyers excessive incentives to condone the evil behavior of the defendant’s company managers. The contradiction between the principal and agent is once again highlighted. Thus, to fill the gap between investor injury and disciplinary impediment, the two major goals of the offenders have been dashed. Shareholders suffer losses magnified by the superimposition effect, which is both inefficient and unfair. In order to reflect on the reform measures with limited effectiveness so far, this article proposes a holistic solution to the problems at different levels. The core issue is to bring Group Litigation back together and to actively cooperate with private litigation and public law enforcement. The differences in the national conditions show that some of the major problems mentioned above are not prominent or are likely to be controlled at this stage in our country and that the class actions of “doing a small piece of the matter” justify becoming one of the options for dispute resolution in competitive multiple securities. The protection of investors’ interests must be based on the premise of diversification of risks and the combination of supervision and litigation.