公平正义一直是法律的重要生命源泉之一,损害少数人的正当利益在法律上从来就没有登堂入室过,公司法中相关制度的设计也不能除外,本文认为:资本多数决原则所反映的是平等和民主精神,正是由于这一原则使其自身遭到破坏,最后又违背股东平等原则。 Fairness and justice have always been one of the important sources of life for the law. To the detriment of the legitimate interests of the minorities has never been denied law in the past. The design of the relevant system in the company law can not be excluded. The paper argues that the capital majority rule reflects equality It is because of this principle that it has undermined itself and the spirit of democracy, which in turn runs counter to the principle of equality of shareholders.