近年来,不论在有限责任公司还是在股份有限公司,控股股东和大股东压迫小股东的事情十分常见。新公司法根据现实生活中小股东利益屡次受侵害的突出矛盾,规定了累积投票制、表决权回避制、异议股东股份收买请求权、表决权代理制、少数股东权制度、派生诉讼等一系列制度,为小股东维护自身正当合法权益作了非常好的制度设计。这些制度将成为小股东维权的重要法律武器。但是,新公司法规定的制度中,部分制度是粗线条的,尚需在具体实施时设置操作条件和步骤;部分制度本身就存在缺憾需要合理补充;而部分制度又授权公司可以根据实际情况排除适用。小股东要最大限度地保护自我,还需要在公司实际操作中通过自己的努力进一步扩展权利的空间。小股东扩展权利空间的最理想途径是在修订公司章程中有所作为。新公司法赋予公司更大的自治空间,最重 In recent years, it has become very common for oppressors or minority shareholders in the case of limited liability companies, controlling shareholders and major shareholders. The new company law stipulates a series of systems such as cumulative voting system, voting avoidance system, opposition shareholders’ right to buy shares, proxy system of voting rights, minority rights system and derivative lawsuits according to the outstanding contradictions that the interests of minority shareholders in real life are repeatedly infringed. Small shareholders to maintain their legitimate rights and interests made a very good system design. These systems will become an important legal weapon for safeguarding the rights of minority shareholders. However, part of the system stipulated in the new company law is a bold one, and the operating conditions and steps still need to be set in the concrete implementation. Some of the systems have their own shortcomings and need to be supplemented reasonably. Some of the systems also authorize companies to exclude them from the actual situation . To maximize the protection of small shareholders themselves, but also in the actual operation of the company through their own efforts to further expand the space for rights. The best way for minority shareholders to expand their rights is to make a difference in the revision of the articles of association. The new company law gives the company greater autonomy, the heaviest