19世纪见证了现代商事公司在全球的统一与迅速传播。但是,相比于现在的公司,那些早期公司在很多方面都存在重大差别。最明显的是,早期公司普遍采纳那些对于小股东更加有利的表决权限制规则,而现在的公司则普遍采纳一股一权的表决权规则。近来,很多法律学者和经济学家都力图将表决权限制规则解释为一种保护投资者的简单方法,他们认为,在投资者保护法不健全的时代,这些规则被用来保护中小投资者免受控制股东的剥削。 The 19th century witnessed the unification and rapid spread of modern commercial companies worldwide. However, those early stage companies differed significantly in many ways from the current ones. Most notably, early stage companies generally adopted voting rules that were more favorable to minority shareholders, while companies now generally adopt one-vote voting rules. Recently, many legal scholars and economists have tried to interpret the voting restriction rules as an easy way to protect investors. They think that these rules are used to protect small and medium-sized investors from the weak investor protection law Controlling shareholder exploitation.