公司内部权力配置的股东本位模式评析

On the Shareholder Primacy Norm of Allocation of Corporate Internal Power

传统的所有者理论、委托—代理理论及其股东"同质化"假定使得公司内部权力配置的股东本位模式具有其形式上的合理性;公司立法所赋予股东的某些特殊权利和资格也极易被解读为实在法采纳股东本位模式的有力佐证。但通过对股东本位模式的理论基础、实在法依据和内在缺陷的剖析与反思,将会发现其理论之基绝非坚不可摧,实在法佐证只是臆断误读,而其内在诸多缺陷也表明股东本位模式无法成为公司内部权力配置的最佳范式。

In the traditional ownership theory, principle-agent theory and presupposition of shareholders＇ homogeneity, the shareholder primacy norm, which is used to allocate corporate internal power, is regarded as formal rationality. The legislated corporate law endows shareholders with some special rights and qualifications, which can also be interpreted as a powerful evidence to support the actual law to adopt the shareholder primacy. However, analyzing and rethinking the theoretic bases of shareholder primary norm and actual law as well as their inherent defects, the theoretical bases are found improper to a certain extent and the evidence supporting the actual law is just a supposition or misreading, and many inherent defects also reveal that the shareholder primacy norm is no longer the best norm for the allocation of corporate internal power.