股东协议与公司章程的冲突与化解——基于司法实证的分析

Resolution to Conflict between Shareholder Agreement and Company Articles of Association——An Analysis Based on Judicial Empiricism

股东协议相较公司章程更具灵活性和流程优势,日渐成为公司治理的重要形式。《公司法》股东协议制度的缺位和适用者对股东协议双重属性的认知局限,导致股东协议与公司章程的冲突时有发生。司法实践中,法院对于股东协议和公司章程的关系、股东协议效力认定的考量因素和裁判思路也存在差异。基于司法实证分析,探究冲突的现实成因和司法适用困境,提出二者冲突的化解应采取以下路径:将股东协议制度纳入公司法规范,明确组织属性;明晰公司章程与股东协议自治的界限;冲突发生后结合双重属性与个案正义进行裁判,规范股东协议与公司章程的适用。

Shareholder agreements,compared to company bylaws,offer greater flexibility and procedural advantages,and are increasingly becoming an important form of corporate governance.The absence of a shareholder agreement system in the Company Law and the limited understanding of its dual nature by applicable parties have led to frequent conflicts between shareholder agreements and company bylaws.In judicial practice,there are also differences in the consideration factors and judgment approaches of courts regarding the relationship between shareholder agreements and company articles of association,as well as the determination of the effectiveness of shareholder agreements.Based on judicial empirical analysis,this paper explores the practical causes of such conflicts and the difficulties in judicial application,proposing the following solutions for resolving those conflicts:incorporating the shareholder agreement system into Company Law and clarifying its organizational attributes;clarifying the boundaries of autonomy between company bylaws and shareholder agreements;and,in cases of conflicts,adjudicating them based on dual attributes and individual case justice to regulate the application of shareholder agreements and company bylaws.