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鼓励投资和股东权益保护常被视为公司法不言而喻的目的。作为有限责任公司股东退出投资的有效途径,股权外部转让一直倍受投资者青睐。在此过程中,股东权益保护始终是公司法制不断寻求的利益平衡点。由于股东是相对公司而言的重要法律主体,目标公司在股权外部转让中的地位以及在股东权益保护方面的义务不容忽视。这些义务源于公司和股东间的相对关系和信托关系,包括公司的信息报告义务、平等对待义务和积极协助义务。
Encouragement of investment and the protection of shareholders’ rights and interests are often regarded as self-evident purposes of company law. As an effective way for shareholders of a limited liability company to withdraw from the investment, the external transfer of equity has been greatly favored by investors. In the process, the protection of shareholders’ rights and interests has always been the balance of interests constantly sought by the corporate legal system. Since shareholders are the main legal entities in relation to the company, the status of the target company in the external transfer of equity and its obligations in the protection of shareholders’ rights and interests can not be ignored. These obligations stem from the relative relationship between the company and the shareholders and the trust relationship, including the company’s information reporting obligations, equal treatment obligations and active assistance obligations.