The Study On The Application Of Dual-class Share Structure In China

As a special equity arrangement of the company,the dual-class stock structure realizes the separation of cash flow rights and corporate control rights.The dual-class stock structure can make the founder shareholder not be affected by dilution of equity in the process of financing,thus always maintain the absolute control over the company.The current era needs to introduce the dual-class stock structure to help the better development of enterprises.The adoption of the dual-class stock structure is a general trend and is a need for diversified financing.The preferred stocks and special management stocks are the two special equity arrangements proposed for public companies and state-owned media companies in China.The value of applying dual-class stock structure in China includes providing dual guarantees of control rights and financing,maintaining the company's continuous and stable development,coping with hostile takeovers,maintaining the company's original human capital advantages,and making up for the disadvantages of shareholder centricism.In addition,it can provide an effective path and legal support for the current mixed ownership reform in China.The obstacles that may be faced in the introduction of a dual-class stock structure involve the theoretical conflict between the right of one share,the principle of equity equality and the different rights of shares,the applicable obstacles in the legal aspects of the current company law to the principle stipulation of one share one power of the company and the practical problems faced by the dual-class stock structure to strengthen the controlling rights of founding shareholders and management level under the background of the frequent occurrence of the current control of human risk and minor shareholder's interest infringement.The information disclosure system,independent director and supervisory board system,and group litigation system are suitable for the system design of the dual-class stock structure in China.The current improvement path for China's application of the dual class stock structure is to allow enterprises that meet certain conditions to enter the capital market in the form of a limited company for transaction financing by modifying the listing rules on the basis of not modifying the existing law.Open the specific transaction plate and specific rules for such enterprises to meet the needs of different investors to provide an effective way for some state-owned enterprises to keep their control and commonweal characteristics after the introduction of private capital.