自公司所有权与经营权相分离以来,公司内部的控制权之争及利益冲突便始终存在。究竟哪种治理模式能使公司最大程度地获利成功并且也使得整个社会受益一直都是理论界热烈讨论的话题。本文从剩余控制权的角度出发,对英美法系几种主要的公司治理理论做了利弊比较分析,认为除股东外还应该将其他利益相关者纳入公司利益的衡量范围,将控制权单一地交给股东是站不住脚的,并且认为在讨论公司治理问题时还不能忽略了公司的独立法律人格这一特点。 Since the ownership and management of the company have been separated since the company’s internal control of the dispute and conflicts of interest there will always be. It is always the topic of heated debate in theory that which governance model can maximize the profitability of a company and also benefit society as a whole. This article from the perspective of the residual control, the United States and the United States legal system several major corporate governance theories do pros and cons of comparative analysis, that in addition to shareholders should also be included in the interests of other stakeholders in the measurement range, the control of a single pay To shareholders is untenable, and that in discussing the issue of corporate governance can not ignore the company’s independent legal personality of this feature.