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公司具有法律上的独立人格,股东的权益也会受到董事、高级管理人员管理行为的影响作用,而股东代表诉讼制度也是保护公司和股东合法权益,防止公司高级管理人员滥用只缺的重要法律制度,但我国股东代表诉讼制度仍在法律后果、费用交纳、担保条件等方面存在较多缺陷,导致股东诉讼门槛较高,不利于股东进行代表诉讼的积极性,本文将通过探究股东代表诉讼制度建立的法理基础和基本思路,明确股东代表诉讼制度的性质、功能、特征和比较研究,并提出对完善我国股东代表诉讼制度的思考。
The company has the legal independent personality. The shareholders’ rights and interests are also influenced by the management behaviors of the directors and senior managers. The shareholder representative litigation system is also an important legal system that protects the legitimate rights and interests of the company and the shareholders and prevents the abuse of the senior executives. However, the litigation system of shareholder representative in our country still has many defects such as legal consequences, fee payment and guarantee conditions, which leads to higher threshold of shareholder litigation and is not conducive to the enthusiasm of shareholders to represent litigation. In this paper, Legal basis and basic ideas, clarify the nature, functions, characteristics and comparative studies of shareholder representative litigation system, and put forward some thinking on how to perfect our shareholder representative litigation system.