优先股进入我国资本市场给公司治理提出了新课题,借鉴域外处理优先股股东与普通股股东间利益冲突的规则是题中应有之意。美国特拉华州法院在处理普通股和优先股的利益冲突时,经历了从最初认定优先股股东仅享有合同权利,董事对其不负信义义务的立场,到赋予优先股股东信义义务和合同权利的双重保护,最后演变为强调对优先股股东应以合同保护为主,只有在极少情形下才能给予信义义务的保护。司法实践的演变,除了优先股具有的股债双重性导致的法律定位困难外,更主要是因为目前美国优先股多为风险投资企业所使用,后者有能力通过合同形式保护自己的利益,无需信义义务的保护。 Preferential stock into China’s capital market for corporate governance put forward a new topic, learn from outside the domain to deal with the conflict of interest between preferred shareholders and common shareholders is the meaning of the question. When dealing with the conflict of interests of common stock and preferred stock, the Delaware state court of U.S. experienced from the position that the preferred stock shareholder initially only enjoyed the contractual right and the directors did not have the obligation of faithfulness to it, The dual protection of rights finally evolved to emphasize that priority shareholders should be based on contract protection, and only in rare circumstances can the obligation of faith be given protection. The evolution of judicial practice, in addition to the legal positioning difficulties caused by the duality of the stock and debts of the preferred stock, is mainly due to the fact that at present most of the preferred stock in the United States is used by venture capital firms and the latter are capable of protecting their own interests through contracts. Protection of the Lutheran obligation.