Research On Dual-class Share Structure Of Joint Stock Company

In recent years,many scientific and technological innovation companies have broken through the single-class structure model,taken the design of dual-class share structure,and went overseas to raise funds to solve the contradiction between the "equity dilution" and "control power".Stock exchanges around the world are also sparing no effort to win the favor of high-quality listed enterprises,resulting in the loss of a large number of high-quality enterprises resources in the domestic capital market.At the same time,the Hong Kong Stock Exchange has made a decision to "release" a dual-class share structure in line with market developments,accepting companies with different voting rights structure from home and abroad to go to Hong Kong for listing or as a secondary listing channel,which also brought some challenges to the domestic capital market.Therefore,in the case of the loss of high-quality listed resources in the domestic capital market,China also needs to consider the necessity and feasibility of introducing dual-class share structure in time.Because of the advantages and disadvantages of the dual-class share structure to corporate governance,strengthening the control of the corporate may also lead to corporate governance crisis,for which there are continuous disagreements in the theoretical circle.The scholars who support the dual-class share structure believe that the introduction of the dual-class share structure can not only meet the pressing needs of the development of the emerging enterprise reality,but also drive the development of the domestic market economy,improve the position of the international capital market and bring more opportunities to the development of China’s capital market.At the same time,because the dual-class share structure violates the traditional principle of one-share ownership in the company law,and has been questioned by some scholars,opponents believe that while pursuing the value of the dual-class share structure,it is necessary to see a series of risks that may be caused by the application of dual-class share structure that infringe on the interests of small and medium-sized shareholders and weakening the internal and external supervision mechanism of the company.As with any system,there are no absolute advantages or disadvantages,to determine whether or not it is feasible to introduce the dual-class share structure,we should also consider the capital market environment and the company’s development stage.Although China’s current legal system is not yet sound,there are conflicts with the dual-class share structure,which brings some legal obstacles to the application of the dual-class share structure,but China has also reserved space for the introduction of the dual-class share structure in the areas of allowing the issuance of preferred shares and the special management unit.The introduction of reality is objectively feasible.Therefore,In order to respond to the real needs of the capital market,it is necessary to legalize the dual-class share structure,strictly limit its applicable conditions and scope and further improve the relevant supporting system,accelerate the internationalization of the stock exchange market,with a view to promoting the effective governance of domestic companies,providing convenient listing channels for domestic companies,saving the cost of listing and attracting high-quality listed resources from abroad to list in our country,thus promoting the comprehensive competitiveness of capital market.