论文部分内容阅读
作为维护公司和中小股东利益的一种独特的法律救济途径,股东派生诉讼制度为我国新《公司法》所确立。但遗憾的是新法只原则性的规定了派生诉讼的原被告范围、提起的前置程序、期限等问题,而对实施细则未作应有的完善和补充。本文从公司法上利益平衡的角度着手,重点对股东派生诉讼的激励机制和防范机制的制度设计提出了完善建议。
As a unique legal remedy to safeguard the interests of the company and its minority shareholders, the shareholder derivative litigation system is established by our country’s new Company Law. However, it is a pity that the new law only stipulates the scope of the original defendant in the derivative lawsuit, the preconditions and deadlines filed in principle, and does not make any improvements or additions to the implementation details. This article starts from the perspective of the balance of interests of the company law, and puts forward some suggestions on the system of incentive and countervailing mechanism of shareholder derivative litigation.