一、保护中小股东权利的必要性(一)中小股东权利保护的法理基础是基于对每一个股东个人权利尊重和维护。股东个人权利与股东资格紧密相联,是每个股东都应享有的个人权利。主要表现为平等权。在《公司法>中这种平等权表现为同股同权、同股同利、一股一表决权等公司运行的基本规则。但是在实践中,这种股东的个人权利经常被漠视,比如,本属无可争议的个人权利的信息获得权,却也成为中小股东的一种奢望。(二)公司股份的配额是不均等的,于是形成大股东和小股东之分,甚至出现控制股东。大股东是公司稳定投资者或稳定的投资群体,往往扮演着股东和管理人员的双重角色,实 I. The Necessity of Protecting the Rights of Small and Medium Shareholders (I) The legal basis for the protection of the rights of small and medium shareholders is based on the respect and safeguarding of the individual rights of each shareholder. The individual rights of shareholders are closely linked with the qualifications of shareholders and are the individual rights each shareholder should enjoy. Mainly for the equal rights. In the “Company Law”, this kind of equal right manifests as the basic rules for the operation of a company such as the same rights of one share, the same rights of one share, and the right of one vote. However, in practice, the individual rights of such shareholders are often ignored. For example, the undisputed right to obtain personal information has also become a luxury for small and medium-sized shareholders. (II) Quotas of the shares of the company are unequal, so the formation of large shareholders and minority shareholders, and even the controlling shareholder. Major shareholders are stable investors or stable investment groups, often playing the dual roles of shareholders and managers.