资本多数决原则的滥用及其限制
发布时间：2019-01-20 17:13
【摘要】： 资本多数决原则是随着股东大会制度的产生和发展而逐步确立的,是公司法的基本原则,是现代公司制度的重要特征。依据资本多数决原则,持有多数股份的股东成为控制股东。控制股东为了自身利益的最大化,通过表决权优势支配、控制公司,使中小股东受到不公平对待,导致其权利受到漠视和侵犯,损害了公司和中小股东的利益,资本多数决原则因此发生了异化。这种情况在我国的表现尤为明显,典型代表为上市公司的控制股东通过各种不正当行为滥用控制权,损害中小股东利益。 本文从探求资本多数决原则的理论基础和渊源出发,证明了资本多数决原则作为历史选择的必然性；从我国公司立法的现状和存在的问题出发,反映它在适用中产生的问题；在综合上述研究的基础上,提出解决这一问题的具体法律对策,为我国的公司制度建设提供一点思考。我国公司制度还不尽完善,许多问题还处于探索阶段,对于小股东权益的保护更是存在较大的空白。通过借鉴国外有益的经验和立法,完善对资本多数决滥用的规制制度,协调控制股东与中小股东之间的利益分配,不仅是公平、正义等法的基本价值的体现,也是完善我国公司立法的要求,具有较强的现实意义。
[Abstract]:The principle of capital majority decision is gradually established with the emergence and development of the shareholders' general meeting system. It is the basic principle of the company law and the important characteristic of the modern company system. According to the principle of capital majority decision, the majority shareholder becomes the controlling shareholder. In order to maximize their own interests, the controlling shareholders control the company through the advantage of voting rights, so that the minority shareholders are unfairly treated, and their rights are ignored and infringed, thus harming the interests of the company and the minority shareholders. As a result, the principle of capital majorities is alienated. This situation is especially obvious in our country. The typical representative is that the controlling shareholders of listed companies abuse the control rights through various improper acts to harm the interests of the minority shareholders. Based on the exploration of the theoretical basis and origin of the principle of capital majority decision, this paper proves the inevitability of the principle of capital majority decision as a historical choice, starting from the present situation and existing problems of our company legislation, reflecting the problems arising from its application. On the basis of synthesizing the above research, the author puts forward the concrete legal countermeasures to solve this problem, and provides some thoughts for the construction of the company system in our country. The company system of our country is not perfect, many problems are still in the stage of exploration, and the protection of minority shareholders' rights and interests is still a big blank. It is not only the embodiment of the basic value of the law such as fairness and justice to perfect the regulation system of capital majority abuse and coordinate the distribution of benefits between controlling shareholders and minority shareholders by using the beneficial experience and legislation of foreign countries for reference. It is also the requirement of perfecting our company legislation, which has strong practical significance.
【学位授予单位】：黑龙江大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
本文编号：2412223
[Abstract]:The principle of capital majority decision is gradually established with the emergence and development of the shareholders' general meeting system. It is the basic principle of the company law and the important characteristic of the modern company system. According to the principle of capital majority decision, the majority shareholder becomes the controlling shareholder. In order to maximize their own interests, the controlling shareholders control the company through the advantage of voting rights, so that the minority shareholders are unfairly treated, and their rights are ignored and infringed, thus harming the interests of the company and the minority shareholders. As a result, the principle of capital majorities is alienated. This situation is especially obvious in our country. The typical representative is that the controlling shareholders of listed companies abuse the control rights through various improper acts to harm the interests of the minority shareholders. Based on the exploration of the theoretical basis and origin of the principle of capital majority decision, this paper proves the inevitability of the principle of capital majority decision as a historical choice, starting from the present situation and existing problems of our company legislation, reflecting the problems arising from its application. On the basis of synthesizing the above research, the author puts forward the concrete legal countermeasures to solve this problem, and provides some thoughts for the construction of the company system in our country. The company system of our country is not perfect, many problems are still in the stage of exploration, and the protection of minority shareholders' rights and interests is still a big blank. It is not only the embodiment of the basic value of the law such as fairness and justice to perfect the regulation system of capital majority abuse and coordinate the distribution of benefits between controlling shareholders and minority shareholders by using the beneficial experience and legislation of foreign countries for reference. It is also the requirement of perfecting our company legislation, which has strong practical significance.
【学位授予单位】：黑龙江大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前2条
1 刘玫汝;上市公司关联担保的法律问题研究[D];南昌大学;2011年
2 吴娜;我国独立董事法律制度研究[D];复旦大学;2012年
，本文编号：2412223
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