同股同权规则的再释义与我国公司股权结构改革

Reinterpretation of the Equal Shares Enjoying Equal Rights Rule and the Reform of Rights Structure of Chinese Companies' Stocks

在我国《公司法》文本中,同股同权规则不仅是一股一权规则的上位规则,同时也是我国股份权利配置的原则性规定。以"同股同权"为核心内涵的股权比例性配置模式较"一股一权"式的等比例配置样态更具弹性。同股同权规则不仅涵盖了"一股一权"式的普通股,同时也包容了其他股份权利非等比例性配置的样态。当前,一股一权规则已不宜作为股份权利配置的强制性规则。一股一权规则的修正将使得同股同权规则所蕴含的非普通股发行的可能转换为现实。通过释放同股同权规则下丰富的股权配置样态以改变单一普通股制度现状亦不失为一条基于《公司法》文本的股权结构改革路径。

In the text of ＂Company Law＂ of our country, the ＂equal shares enjoying equal rights rule＂ is not only the superior rule of ＂one-share, one-vote rule＂, but also the principle of the allocation of share rights in China. As the core connotation of ＂equal shares enjoying equal rights rule＂, the proportional allocation model of equity is more flexible than the ＂one share, one right＂ type of equal proportion configuration. The ＂equal shares enjoying equal rights rule＂ not only covers ＂ one share, one vote＂ common stock, but also includes the non-proportional allocation of other share rights. At present, it is not appropriate to use ＂ one share, one vote rule＂ as a mandatory rule for the allocation of share rights. The amendment of the ＂one share, one vote＂ will make the possibility of non-common share issuance contained in the same-share right-equity rule become a reality. Changing the single common stock system by initiating ＂ equal shares enjoying equal rights rule＂ is also a path of equity structure refoml based on the ＂Company Law＂ text.