Research On The New Dual-Class Structure Forming Mechanism From The Perspective Of Integration Of Heterogeneous Human Capital And Social Capital

The dual-class structure is commonly used in the companies of many countries around the world. Compared with the single-stock company, the dual-class structure brings certain advantage to the companies. The management of companies with dual-class structure usually pays more attention to the long-term interest and form a common management notion. In this structure, the founders or manager with ownership shall take control of the company steadily and different investors prefer their needs, that is to say, the founders or manager with ownership have the controlling interest and meet the achievement motivation while other investors take their dividends. On the other hands, the dual-class structure attracted controversy as it break the principle of one share-one vote by Company Low, which will weaken the market supervision and bring the principal-agent issues, the founders or manager with ownership infringing other investors’interest for an example. These issues, as the almost certain case, should be restricted by the outside supervision system.Alibaba suffered twists and turns on the choice of city of Initial Public Offerings(IPO for short). It was refused by Hong Kong as it bring forward a new mode of corporate governance system-Alibaba Partnership and Alibaba had to take the second choice USA, with loose policy but strict supervision. The incident again attracted the eyes of scholars in corporate governance, because the Alibaba Partnership has the same or similar effects with the dual-class structure. This thesis take Alibaba Partnership, as the case with the single case study approach, and based on the data and papers, this thesis take out that the Human Capital play an active role in the special system. The reason for same share with different rights mostly is the strong power of Human Capital and its strong power even can threaten the Equity capital and rob its right of control, thus this thesis pay more attention to the Human Capital and Social Capital to analyze the formation mechanism of dual-class structure and find out how it influence on control。This thesis includes five parts. The first part is introduction which mainly introduces the research background, research purpose and meaning. The second part is to review the literature of Principal-Agent Theory, Contract Theory, Human Capital influence on control theory and Social Capital influence on control. The third part is the research design which introduces case selection, the research methods of case study; data collection process and analytical framework. The fourth part is case discussion. First of all, based on the data of Alibaba human capital, this thesis made out the influence on control of heterogeneous human capital via three insights of the human capital Homogeneous-to-Heterogeneous, the heterogeneous route and the "Incubating effect". Besides, with the data of Alibaba relational network of human capital, the thesis analyzed and conclude the influence on control of social capital by the analysis of the forming process of social capital and the influence to the human capital. At last, it analyzed the evolution mechanism. Lastly, this thesis analyzed the interactional mechanism of human capital and social capital behind the game of control power and it concluded that the control power is influenced by the human capital, social capital and equity capital. The last part is the conclusion and future prospect.This thesis reached following inclusion by case study:In the process of company development, once the behind power based on the amalgamation of heterogeneous human capital and social capital surpassed the obvious power based on equity capital, the superior equity capital would give in to the inferior equity capital with control power. The result is the obvious capital power takes the superior voting right while the behind capital power takes the inferior voting right, which forming the core concept of dual-class structure-Same Share with Different Rights.This study has the following innovation points:(1) this thesis amalgamated the human capital, social capital and equity capital to analyze the influence to control power,which is more systematic. Besides, it put forward the human capital, as the higher-order power and the social capital, as the lower-order power interactivity threaten the equity capital, which may bet people to think deeply about the dual-class structure, (2) This thesis concluded that the human capital promote the formation of social capital and the social capital promote the qualitative step of human capital.