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保护少数股东的权利是现代公司法发展的新趋势。传统公司法理念认为控股股东仅对其直接侵权行为负责,其间接侵权行为对少数股东的损害不予赔偿,因为该损失与公司的损失无法分离,只要公司的损失得到了赔偿,少数股东的损失自然可以得到弥补。但是,客观上确实存在很多少数股东无法运用现行公司法上的制度安排弥补自身损失的情况。因此,建立控股股东间接侵权行为对少数股东的赔偿制度,有利于充分保障少数股东的合法权益。
Protecting the rights of minority shareholders is a new trend in the development of modern company law. The traditional concept of corporate law holds that the controlling shareholder is only responsible for its direct infringement. The indirect infringement does not compensate the minority shareholders because the loss can not be separated from the loss of the company. As long as the loss of the company is compensated, the loss of minority shareholders Nature can be compensated. However, there are objectively many cases in which minority shareholders can not make up for their loss by using the institutional arrangements in the existing company law. Therefore, setting up a system of compensation for minority shareholders through indirect infringement by controlling shareholders is conducive to fully guaranteeing the legitimate rights and interests of minority shareholders.