反思对现代公司"两权分离"理论的两种误解——以法学为视角的研究

现代公司"两权分离"的理论已经得到学界广泛认同.通过考察法人制度发展的历史渊源,探究法人制度的理论精髓,提出所谓"两权分离"中的"所有权"既不是指股东对公司财产的所有权,也不是指股东对公司的所有权,而是指股东对公司股份的所有权."两权分离"应当是指股东对公司股份的所有权与经营权相分离.

Reflection on two kinds of misunderstanding of "The Separation of Ownership and Control "in modern company——Study From the Legal Perspective

"The Separation of Ownership and Control " in modern company has been recognized by most scholars.Through studying the history of corporate legal system,we can find the essence of the theory.It reveals that the ownership in "The Separation of Ownership and Control " in modern company does not the stockholder ownership to company's property,and also not the stockholders ownership to the company.It means the ownership of the shares which stockholders have.The theory of "The Separation of Ownership and Control " in modern company means theseparation of the ownership of the shares which stockholders have and the management.