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【裁判要旨】股东作为公司的出资人,既享有资产收益的法定权利,也以出资为限对公司债务承担责任。股东作为剩余索取权人,更是公司经营风险的最终承担者。股东与公司签订公司未按时投产应赔偿其损失的合同条款,不合理地降低了股东本应承受的经营风险,损害了公司及债权人的利益,与股东的出资人地位相悖。同时也人为制造了股东与公司之间的利益冲突,扭曲了激励机制和公司治理。相关合同条款之缔结系股东权利之滥用,应依法认定无效。
Referee Key Points As a contributor to a company, a shareholder enjoys the legal rights to the proceeds of the asset and also takes responsibility for the debts of the company to the extent of contribution. Shareholders, as the residual claimors, are the ultimate undertaker of the company’s business risks. The conclusion of the contract between the shareholder and the company that the company fails to put into production on time should compensate the shareholders for the loss of their business risks unreasonably and harm the interests of the company and its creditors, contrary to the position of the shareholder of the shareholder. At the same time, it also created the conflict of interests between shareholders and the company, which distorted the incentive mechanism and corporate governance. The conclusion of the relevant contract terms is the abuse of the shareholders’ rights and should be invalidated according to law.