定位股权,必须抓住股东和公司利益博弈这对主要矛盾。本文认为现有股权性质和概念之定位不足以应对同股不同权、大股东掏空、内部人控制等诸多不公问题。从马歇尔梳理出公民身份权利以利同国家抗衡中得到灵感,我们也应该从股东和公司利益博弈中梳理我国现行公司法对股权具体权利之规定,提出股东身份权利以利同公司抗衡。从而重新定位股权,达到更好地服务实体经济的目的。 Positioning equity, we must seize the interests of shareholders and the game of the company the main contradiction. This paper argues that the existing nature of the ownership and the concept of positioning is not sufficient to deal with the unfair issues such as the right to share the same stock, large shareholders emptied, insider control and so on. From the perspective of Marshall combing civil rights to gain inspiration from the national countervailing, we should sort out the existing regulations of our country’s corporate law on the specific rights of the shares from the game between the interests of the shareholders and the company, and propose shareholders’ rights to compete with the company. Thus re-positioning the equity, to better serve the real economy.