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国美电器的控制权之争,实际上是控股股东权利和董事会权利的相互角逐。控股股东通过股东大会行使权利,因此,实质是股东大会和董事会的权利界分。在该问题上,美国公司法和德国公司法有着截然不同的价值选择,从而产生了股东大会和董事会权利的不同界分方式。在我国,股东大会和董事会的权利界分的法定特征明显。控股股东和董事会在公司治理中并不能代表全部利益相关者的利益,其权利的界分更多的是为了实现公司治理结构的微妙平衡。
Gome controversy over control of the power, in fact, the controlling shareholder rights and the rights of the board of competition. The controlling shareholders exercise their rights through the shareholders ’general meeting. Therefore, the essence is the division of rights between the shareholders’ general meeting and the board of directors. On this issue, the American company law and the German company law have quite different value choices, resulting in different ways of dividing the rights of the general meeting and the board of directors. In our country, the statutory characteristics of the division of rights between the general meeting of shareholders and the board of directors are obvious. Controlling shareholders and the board of directors in corporate governance can not represent the interests of all stakeholders, and their rights are more divided to achieve the delicate balance of corporate governance structure.