Study On Dual-class Share Structure In Listed Companies

In the game with the Hong Kong stock exchange,Alibaba group put forward “the system of partner” which means that the company’s core management can still control the company after listed.This kind of system which is similar to Dual-class Share Structure was refused by the HKEX,and eventually Alibaba successfully listed in the United States.This Two different attitude of treatment triggered the attention and research of academic field and practice field to the Dual-class Share Structure.Share structure is one of the core issue of corporate governance,Dual-class Share Structure is the innovation of the corporate governance model.Under the Category Stocks system,the restrictions,expansion and abandonment on the shareholders’ voting rights,formed different voting shares.Dual-class Share Structure is a king of share structure,in which the company also released stock with different voting rights beside the common ones.It broke the “one vote per share” principle,separated the cash flow rights and voting rights and dissolved the risk that the company founder and executive will lost control because of equity financing.From the angle of law and economics,the choice of share structure needs to measure the system cost and system benefit.Dual-class Share Structure increases the agency costs,reduces the company’s oversight and governance mechanisms,but it plays an important role in reducing the cost of financing,cost of decision-making,and in ensuring long-term,stable and efficient implementation of the company’s strategic decision.The empirical research shows that Dual-class Share Structure has no clear relationship with corporate value.So what should the legislature do is to clarify the legal status of Dual-class Share Structure and leave the choice to efficient market and rational investors.The introduction of Dual-class Share Structure in our country has the objective necessity and feasibility.The generation and development of Dual-class Share Structure in the United States provides us with a mature theoretical basis and practical experience.Aiming at the legal barriers and obstacles of corporate governance of introducing the system,the author puts forward concrete suggestions,including the specific applicable rules and supporting system,Combined with the national conditions.This article is divided into five chapters:The first chapter is introduction.Firstly the research background and significance of the Dual-class Share Structure is proposed,followed with the literature review and the overall evaluation.Then the research method and technical route of this article is introduced,then the content of the research and the structure arrangement.Finally,the innovation points are presented from two aspects: subject innovation and method innovation.The second chapter is the summary of Dual-class Share Structure in listed companies.Starting from the basic concept--equity,elaborated its core competence--voting rights,then the separation of cash flow rights and voting rights in the practice is introduced through different voting rights stock.Then the topic of this article--Dual-class Share Structure,is put forward.Finally,further determine the connotation and characteristics of the Dual-class Share Structure,through the distinction between Dual-class Share Structure and relevant concepts.The third chapter is the law and economics analysis of Dual-class Share Structure in listed companies.Firstly,the cost of the Dual-class Share Structure is analyzed,including it increases the agency costs,reduces the company’s oversight and governance mechanisms.Then the benefit of the Dual-class Share Structure is analyzed,including it reduce cost of financing,cost of decision-making,and it ensure a long-term,stable and efficient implementation of the company’s strategic decision.Finally,the cost and benefit of the system are analyzed synthetically.The fourth chapter is the foreign investigation of the Dual-class Share Structure in listed companies--a case study of the United States.Firstly,the historical evolution of the Dual-class Share Structure in American listed companies is presented,and then the application of Dual-class Share Structure in American listed companies,including market share and industry distribution,the specific applicable rules and supporting system.The fifth chapter is the exploration of Dual-class Share Structure in our country’s listed companies.Firstly,the necessity and feasibility of introducing the Dual-class Share Structure to our country is analyzed,followed with the introduction of legal barriers and obstacles of corporate governance in our country.Finally,combined with the actualsituation in our country,the specific recommendations of introducing Dual-class Share Structure is put forward.