由于现代公司规模的日益扩大和股权的分散化,所有者(股东)不得不雇用专职的经营者代为进行公司的经营和管理。但经营者的利益很可能与所有者的利益有差异,为防止经营者牺牲所有者利益而追求个人利益最大化,现代公司制企业必须建立监督和约束机制。但由于下列原因监督和约束的作用很有限: Due to the ever-increasing scale of modern companies and the decentralization of equity, owners (shareholders) have to employ full-time managers to carry out the company’s operations and management. However, the interests of the operators are likely to be different from those of the owners. In order to prevent the operators from sacrificing the interests of the owners and pursuing the maximization of personal interests, modern company-based companies must establish supervision and restriction mechanisms. However, due to the following reasons, the role of supervision and restraint is very limited: