国美电器控股有限公司(以下简称“国美”)的控制权争夺是2010年中国最引人关注的资本市场事件,此中包含“首富”、“争权”、“内乱”、“背叛”等新闻性很强的要素,也涉及法律规则、资本运作、公司治理与职业伦理等值得深究的专业问题。我们可以从很多角度理解这一事件。但我们必须注意到,国美在香港资本市场上市,因而控制权争夺事件是在成熟的法律环境和公司治理规则下进行的。唯有透彻理解国美的公司治理及其背后的法律规则,我们才可能深刻把握这一事件本身及其背后的理论意义。 The contention for control of Gome Holding Co., Ltd. (hereinafter referred to as “Gome”) was the most noticeable capital market event in China in 2010, including “richest man”, “power”, “civil strife” “, ” Betrayal "and other highly informative elements, but also involve professional issues such as legal rules, capital operation, corporate governance and professional ethics that are worth exploring. We can understand the incident in many ways. However, we must note that GOME is listed on the Hong Kong capital market. Therefore, the control over the contention took place under a mature legal environment and corporate governance rules. Only by thoroughly understanding GOME’s corporate governance and the legal rules behind it, can we profoundly grasp the event itself and the theoretical significance behind it.