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市场经济在中国的繁荣促进了股份制公司的快速发展,企业经济在发展到较高水平之后如何在平稳中继续进步成为了公司经营管理的新目标。然而作为股份制公司必然的产物,控制股东的存在为公司注入了强大的资本力量,但这种力量就是一把双刃剑。近年来,控制股东滥用控制权损害公司利益甚至侵害公司债权人及投资人利益的事件屡屡发生。由于股权的过度分散,部分股东资金实力雄厚,所持股份多,就容易造成大小股东的利益差别。现实经济利益的驱使之下,持有大宗股权的股东能够得到与其所持股份不相符的额外利益,在股东会、股东大会上也能通过利用表决权的方式将自己的意志“合法”地上升为公司意志。这种利益之间的纠纷来源于控制股东与其他各方之间的价值冲突,如何能更为深刻的理解对控制股东进行法律规制的意义,需要以价值分析方法为手段,从理论和实践两方面加以分析把握。
The prosperity of the market economy in China has promoted the rapid development of joint-stock companies. After the economy has grown to a high level, it has become a new goal of the company’s management that how to continue its progress in a steady state. However, as a necessary product of a joint-stock company, the existence of a controlling shareholder has infused strong capital power into the company, but such a force is a double-edged sword. In recent years, the controlling shareholder abuse of control damage the interests of the company and even the interests of corporate creditors and investors occurred frequently. Due to the excessive decentralization of shares, the strength of some shareholders’ funds and the large number of shares they hold can easily lead to the different interests of large and small shareholders. Driven by the real economic interests, the shareholders holding a large number of shares can get the additional benefits that are not consistent with the shares they hold. They can also “lawfully” raise their will by using the voting right at the shareholders ’meeting and shareholders’ meeting For the company will. The dispute between these interests arises from the value conflict between the controlling shareholder and other parties. How to understand the significance of legal regulation of the controlling shareholder more profoundly needs the method of value analysis as the means, from the theory and practice two To analyze and grasp.