美国标准公司法关于章程变更制度的规定及其对我国的启示

The Provisions of System of Change of Article of Associations in American Standard Companies Law and Its Implications for China

随着我国公司章程自治权的扩大,公司大股东利用章程变更获取利益的机会亦增大。借鉴美国公司章程变更制度的经验,完善我国章程变更制度,保证每位股东在公司章程变更中的话语权,维护其合法权益。

With the expansion of the autonomy of the articles of association of companies in China, the chance for a major shareholder to obtain benefits by changing articles of association is also increasing. Therefore, drawing on the experience of the system of the change of articles of association of the United States is good for im- proving, the system in China, ensuring that each shareholder has the proper speaking right in the change of the articles of association, and safeguarding the legitimate rights and interests have important practical significance.