股东治理合约的法律规制

Legal Norms of Shareholders' Governance Contract

我国2005年版《公司法》虽然大为拓宽了公司自治的领域,但是有关股东协议的法律规范尚付阙如。实践中,用股东治理合约的方式替代公司的法定治理结构虽然具有组织成本和灵活性上的优势,但是尚不能有效地解决组织中固有的代理问题,并对公司参与各方的预期产生影响。因此我国《公司法》立法应当在认可股东治理合约的基础上,完善相关法律规制措施,维护公司参与各方基本利益的平衡。

In Company Law of 2005 of China, the scope of company＇s autonomy was greatly en- larged. However, the legal norms related to the shareholders＇ agreement are still inadequate. In prac- tice, the corporate legal and governance structure has been replaced by the shareholders＂ governance contract, which has the advantage of low organizing cost with much flexibility, but it still can＇t effectively solve the intrinsic agency problem due to its influence on the prospects of various corporate participants. Hence, shareholders＂ governance contracts should be ratified in the Chinese legislation, which will rationalize related legal measures, and maintain balance between the basic interests of various corporate participants.