Analysis Of Dual-Class Share Structure Of Listed Companies

The dual-class share structure attach different sizes of votes to each share,it is different from the traditional principle of one share one vote,but dual-class share structure in the world already had one hundred years of history,it is especially in the American capital market get mature development.At present our country capital market does not allow the application of the dual-class share structure,lead to innovative companies listed overseas,such as Alibaba,Baidu,and JD.com.Alibaba from the mainland to Hong Kong to the American and its Chinese partners caused wide attention and controversy.This paper tries to analyze the definitions of the different voting right shares,thus draw forth the concept of the dual-class share structure,discusses the historical evolution of the dual-class share structure,and the influence of the dual-class share structure on corporate governance.And based on Alibaba’s Chinese partners perspective,to contrastively study the differences between the dual-class share structure and the Chinese partners.Finally discuss stock rights structure problems of the capital market of our country at present,and puts forward suggestions on how to apply the dual-class share structure.This thesis consists of five parts,namely:The first part explains the definition of the different voting right shares,and introduce its classification,from the perspective of domestic and abroad to explore its applicable law,thus draw forth the concept of the dual-class share structure,the dual-class share structure were discussed combined with its application.The second part introduces the process of the dual-class share structure’s historical evolution,the development and how it to mature are reviewed in the United States,then discusses its historical evolution in other countries and regions.The third part introduces it to the impact of corporate governance,describes the dual-class share structure’s positive impact on corporate governance from the point of view,such as the balance of the management decision-making and corporate finance,company management decision model,against a hostile takeover,active capital markets.And to explain the problems it brings to the corporate governance from the point of view,such as suitable time and way,Free-rider phenomenon,hinder the bona fide acquisition,and the expansion of the control shareholders.The fourth part,based on the perspective of Alibaba’s Chinese partners,compared with the dual-class share structure and Chinese partners,discuss problems of the capital market in our country from the perspective of Chinese partners.The fifth part combining mentioned in this paper,first of all,pointed out the capital market in our country also has some problems now,such as a dominant shareholder phenomenon,growth enterprise losing control,it is a lack of recognition to the dual-class share structure;next,put forward Suggestions for how to guarantee it’s application in the capital market in our country,from the perspective of the exit and voting mechanism of the species shares,the dual-class share structure’s main body and applicable conditions,improve information disclosure system,and improve the system of securities litigation.