The Protection Of Small Investors Under The Disproportionate Voting Structure

Disproportionate voting rights has always been one of the focuses of various jurisdictions.Different disproportionate voting rights will have different impacts on many things of the company.For shareholders,the amount of voting rights hold by them is a critic factor to determine a majority of things in their corporation,and besides,it is also an important mechanism for shareholders to supervise the company’s management.The evolution of the company system brings enormous economic feedback,but also brings challenges to the applicability of the original company system.Both theory and practice show that the traditional one-share-one-vote principle seems no longer meet the needs of both investment and financing.In recent years,the disproportionate voting arrangement that originated from the Anglo-American legal system has gradually been known and practiced in various jurisdictions.However,this kind of model not only has advantages,its disadvantages are also been revealed in its constant practice.On September 26,2018,the State Council issued the "Opinions of the State Council on Promoting the High-Quality Development of Innovation and Entrepreneurship to Create an Upgraded Version of ‘Double-Creation’",agreeing that technology companies may implement this kind of arrangement.And on March 1,2019,China Securities Regulatory Commission issued two documents,named the “continuous Supervision Measures for the listed companies of the Science and Technology Innovation Board(Trial)” and the “Regulations on the Registration of Initial Public Offerings of the Science and Technology Innovation Board(Trial)”It is still necessary to fully analyze the disproportionate voting arrangement for us to implement this kind of special system.After analyzing the development of this model and the special shareholding structure of the listed companies in the US,this paper analyzes the status of small investors in companies which implemented this kind of system and the protection of rights of small investors under the model,and finally puts forward our conclusion.The proposal is to provide a reference for the implementation and improvement of the system in the future.In addition to the introduction,this article is divided into the following five parts:The first part is the theoretical basis and evolution of the different voting rights arrangement.This part first analyzes the theoretical basis of it and provides theoretical basis and reference for the implementation of this special equity allocation model.Secondly,in order to provide a corresponding reference for the introduction of this system in China,this part analyzes the evolution of the model in the jurisdiction of the United States,the European Union,Japan and Hong Kong.The second part is the design of the of the difference voting rights arrangement.This part mainly analyzes and selects the companies that are currently listed in the US,which adopt this special equity allocation model,analyzes the latest company charter,summarizes the overall situation of the company and summarizes the way to implement this special model.The third part is the analysis of the weak position of small investors under the disproportionate voting structure.This part mainly analyzes the weak position of small investors under this special model and concludes that the small investors under this model are present in the status whose management or economic rights are gradually weakening.The fourth part analyzed the main measures to strengthen the protection of small investors under this kind of system.This part mainly analyzed the current regulation of disproportionate voting system in various jurisdictions and summarizes the main measures for the protection of small investors in each jurisdiction under this model.The fifth part is the special needs and suggestions for the protection of small investors after the introduction of differences voting rights structure.This part mainly analyzes the needs of small investor protection through the analysis carried out in the previous article and combines the current background of China and proposes corresponding suggestions for the protection of small investors.