針對上述困境，本文主張，雙重代表訴訟不應限於全資從屬公司，而應以公司法第369條之2所定控制從屬關係為基礎；起訴股東僅須具備控制公司股東身分，前置程序亦應以向控制公司之有權機關提出請求為已足。制度定位上，長期宜於公司法建立一般性制度，短期則可先修正投保法，明文賦予投保中心提起雙重代表訴訟之權限，以充實我國集團公司治理之監督機制。;This study examines gaps in shareholder oversight and remedies caused by the separate legal personality and multilayered structure of corporate groups. As organizations develop into controlling–subordinate relationships， shareholders of a controlling company may suffer indirect harm from injury to a subordinate company yet remain unable to pursue relief across corporate boundaries. Through doctrinal analysis， review of judicial practice， and comparison with U.S. law， this study explores the foundations， requirements， and institutional framework of double derivative suits in Taiwan.
The study finds that Taiwanese courts have increasingly distinguished direct shareholder harm from indirect corporate harm and required shareholders to seek relief through derivative siuts. However， because current law does not expressly recognize double derivative suits， some courts have relied on identity-based connections to establish standing， thereby limiting liability and available relief.
This study argues that double derivative suits should be based on the controlling subordinate relationship under Article 369-2 of the Company Act rather than limited to wholly owned subordinate companies. A plaintiff should only be required to hold shares in the controlling company， and a pre-suit demand to its competent organ should suffice. Ultimately， a general regime should be established under the Company Act， while the Investor Protection Act may serve as an interim framework.
