引言公司进行企业并购,依据公司治理并为保护公司之利益,应以公司与股东最大利益为之,然而,即使同为股东之间亦会存在利益冲突。由于股东持股数额的差别,控制股东与少数股东之间也存在着相当利益冲突。为了缓解控制股东与少数股东之间的利益冲突,平衡大小股东之间的利益矛盾,除了要控制大股东滥用控制权的行为外,还要对股东中的弱势群体,即容易受到大股东压制、剥削的少数股东的利益予以特别的保护。因此,为了平衡不同利益主体 Introduction Corporate mergers and acquisitions, corporate governance and the protection of the interests of the company should be in the best interests of the company and its shareholders, however, even with the same shareholders there will be a conflict of interest. Due to the difference in shareholding of shareholders, there is also a considerable conflict of interest between controlling shareholders and minority shareholders. In order to alleviate the conflicts of interest between the controlling shareholders and the minority shareholders and to balance the conflicting interests among the shareholders of the major and minorities, in addition to controlling the abuse of control by the major shareholders, the vulnerable groups in the shareholders, that is, the shareholders who are vulnerable to major shareholder repression, The interests of the exploited minority shareholders are given special protection. Therefore, in order to balance different stakeholders