差异化表决权制度下普通股东的权益保护

Protection of Ordinary Shareholders’ Rights and Interests under the Differential Voting Rights System

摘要: 在新经济时代背景下，科技创新型公司迅速发展并成为资本市场举足轻重的一部分。而该类公司巨额融资的现实需求将带来控制权摊薄的风险，为调和两者的矛盾，差异化表决权制度成为大多数国家资本市场的不二选择，但因其控制权与现金流的背离，给普通股东权益保护带来巨大挑战。控制权的高度集中、权责不一、监督机制的实际失效进一步弱化了普通股东的基本权利，普通股东与控制股东的地位差距不断扩大，最终导致普通股东的利益损失。但恰恰是这种股东异质化为该制度的构架提供了理论基础。究其本质，这是一种权利让渡契约，是对公司自治的充分尊重与实质平等的实现，具有正当性。因此应在坚持实施差异化表决权制度的同时，重视对普通股东的权益保护，完善权益保护的实施路径。

Abstract: In the context of the new economy, science and technology-based companies are growing rapidly and becoming a significant part of the capital market. The real demand for huge financing of such companies will bring the risk of control dilution; in order to reconcile the contradiction between the two, the differentiated voting rights system has become the choice of the capital market in most countries; but because of the deviation between control and cash flow, it brings great challenges to the protection of the rights and interests of ordinary share-holders. The high concentration of control, the disparity of power and responsibility, and the practical failure of the monitoring mechanism further weaken the basic rights of ordinary shareholders, widen the gap between their status and that of the controlling shareholders, and the gap between the status of ordinary shareholders and control shareholders keeps widening, which ultimately leads to the loss of the interests of ordinary shareholders. However, it is precisely this shareholder heterogeneity that provides the theoretical basis for the construction of the system. In essence, it is a contract of rights alienation, which is justified by the full respect for corporate autonomy and the realization of substantive equality. Therefore, while insisting on the implementation of the differentiated voting rights system, it should pay attention to the protection of the rights and interests of ordinary shareholders and improve the implementation path of rights and interests protection.