Interest Protection Of Shareholder Under Dual-class Share Structure

The ownership structure permitted by the Company Law in China is based on one share one vote,that is,the voting right of shareholders is the same as those held by them.This kind of ownership structure has two major characteristics:firstly,every share has a vote power;secondly,every share only has one vote,guaranteeing the equity of each shareholder’s interest,so it is recognized by the Company Law in China,accepted and adopted by the vast majority of Chinese enterprises.With Baidu,Alibaba,Jingdong and other domestic Internet giants rushing to the US financing market,dual-class share structures once again triggers the hot debate among the domestic scholars.Dual-class share structures is an innovation different from one share one vote,which has been recognized and adopted by foreign countries for a long time.The reason why our country does not recognize ownership structure is that shareholders have different voting rights in spite of investing same capital,which may lead to the inequality of shareholders’ interest and the possibility of majority shareholders exploiting the interest of minority shareholders.The author thinks that shareholders should be classified as operating shareholder,investment shareholder and speculation shareholder according to the difference of their investment preference,investment cycle and risk-bearing capacity;however,it should not be divided into large shareholders and minority shareholders under the premise of shareholder heterogeneity.This paper,based on the case that Jingdong Company adopts dual-class share structure to list,combined with the annual data and the data performance of Jingdong in 2015,analyzes the influence of ownership structure on the interest of various shareholders and puts forward a number of mechanisms to prevent infringing the interest of minority shareholders.Only the interests of shareholders in weak position are protected and a comprehensive systems and laws are developed,can the ownership system make success in China.Finally,some ideas are put forward to achieve that dual ownership structure lays a solid foundation in China’s market and to anticipate that there are more excellent resources in China’s market.