Study On The Legislative Model Of Dual Share Class In China

In recent years,for issues related to the competition for corporate control has occurred in our country,And our understanding of the structure of the equity is also more and more in-depth,so the two main aspects are more and more attention: one is how to guarantee the rights and interests of the founder,the second is for the study of Dual Share Class.In this paper,to discuss the above issues with a number of major companies,including the cases of Alibaba’s partner system,face book listing,etc.The Dual Share Class of Alibaba has attracted the attention of the public media,which also makes the structure more and more important.The advantages of Dual Share Class is:(1)to let the company’s founder to carry out financing at the same time in the open market,the control of the company will not fall into the hands of others;(2)To enable the company’s founders or management to implement a long-term strategy,focus on the company’s overall development prospects,and not sacrifice long term strategy for short-term returns with the pressure of ordinary shareholders.Although the Dual Share Class has been approved by many countries,but the Dual Share Class may cause the abuse of control over the management of the concerns,which hinder the system to be more widely applied and recognized.Firstly,this paper analyzes the meaning of Dual Share Class;then according to the actual situation of our country nowadays,launched to discuss the necessity of the adoption of this structure and some possible obstacles in China;then summarizes the different application results and inspiration of various countries and regions all over the world,finally,the following conclusions are drawn: Dual Share Class itself has a very good neutral nature and the performance of all aspects of the characteristics are controllable,the core of corporate governance and legal supervision lies in how to use this structure reasonably and effectively.On the basis of the above analysis,finally,the author gives some suggestions on how to construct the structure system in China.First of all,the author believes that China’s dual shareholding system should adopt relative prohibition in the legislative model,namely the law clearly stipulates the principle of one share one right,at the same time allowing the some circumstances of the exception,such as the provisions of certain types of companies can adopt Dual Share Class,including state-owned companies,innovative,high-tech,new media and other types of the private companies.Secondly,the author thinks that the commercial law to encourage entrepreneurship is like intellectual property law to the creation of inventions,it is necessary to give benefits and protection,but also to limit and balance,a business for anyone,not born with,nor once and for all.Therefore,the author suggests that the super voting shares should be limited to people and time constraints.Finally,the author believes that at the present stage the urgent task is to establish and improve the legal system of the company in China.