股东派生诉讼,作为各种小股东权益保障的最终救济方式,[1]是现代两大法系国家普遍接受并加以规定的制度。然而,我国《公司法》、《民事诉讼法》对此未作明文规定,这十分不利于股东权益特别是对小股东权益的保护。近年来,随着公司实践的不断深入,诸如公司控股股东抽逃出资、股 As a final remedy for the protection of the rights and interests of all kinds of minority shareholders, the shareholder derivative lawsuit [1] is a system universally accepted and prescribed by the two modern legal system countries. However, the Company Law and Civil Procedure Law make no stipulations in this regard, which is very detrimental to the protection of shareholders’ rights and interests, especially the rights and interests of minority shareholders. In recent years, with the deepening of the practice of the company, such as the controlling shareholder of the company to withdraw funds, shares