股东派生诉讼(Shareholder’sDeriva-tiveAction),也称股东代表诉讼(Shareholder’sRepresentativeAction)、代位诉讼、传来诉讼和衍生诉讼。是指当公司的正当利益遭受不法行为侵害而公司却不能、怠于或拒绝追究公司机关成员或侵害人的责任以维护自身利益时,具备法定资格的股东作 Shareholder’s Derivative Action, also known as Shareholder’s Representative Action, Subrogate Litigation, Litigation and Derivative Litigation. Refers to the legitimate rights and interests of the company when the infringement suffered by the company but the company can not, lazy or refuse to hold the company’s members or infringer’s responsibility to safeguard their own interests, the legal qualification of shareholders