刍议资本多数决与中小股东利益的协调

资本多数决原则作为公司的基本原则，具有存在合理性，如提高公司的决策效率、鼓励股东加大投资、限制大股东风险等。但在公司实践中，控股股东和中小股东的利益存在冲突，控股股东为了取得自身最大的利益，往往滥用资本多数决原则，将自身的意志上升为公司的意思表示。近年来由于公司股权过于集中，法律保护不力，所以大股东滥用资本多数决侵害公司和中小股东权益的案件比比皆是。在这种情况下，如何规避资本多数决的弊端，保护中小股东的权益是我国面临的难题。

On the Coordination of Majority Decision of Capital and the Interest of Small and Medium Shareholders

As the basic principle of the company, principle of capital majority has the presence of rationality, such as they may improving the efficiency of the company''s decision, encourage shareholders invest and restrict major shareholders'' risks. But in the company practice, there is a conflict between controlling shareholders and minority shareholders; controlling shareholders in order to achieve their own best interests, often abuse principle of capital majority and rise their will as the company''s intention. In recent years, due to the excessive concentration of equity, inadequate legal protection, there were many cases which the largest shareholder has misused the majority and minority shareholders'' interests have been infringed. In this case, how to avoid the disadvantages of principle of capital majority, and how to protect minority shareholders'' interests are what we need to face.