“内部人控制”是公司两权分离的必然产物,对“内部人”进行控制是保证公司正常发展的必要条件,股东大会、监事会以及董事会则是对“内部人”进行控制的必要手段。但是,公司制度于近代移植到中国后,这些正式的制度并未发挥应有的作用,对“内部人”的控制主要是借助传统手段完成的,究其原因,这是制度变迁中的制度不兼容带来的必然后果。 “Internal control” is the inevitable result of the separation of company’s two rights. Controlling the “insider” is a necessary condition for the normal development of the company. The shareholders’ assembly, the board of supervisors and the board of directors are necessary measures to control “insiders”. However, when the company system was transplanted to China in the modern era, these formal systems did not play its due role. The control of “insiders” was mainly accomplished through traditional means. The reason was that the system of institutional change was not Compatible with the necessary consequences.