Research On The Legal Issues Of Dual-Share Structure

Following the Sino-US trade war in 2018,China has upgraded its policy support for small and medium-sized science and technology innovation enterprises.In April 2018,the Hong Kong Stock Exchange announced that it would support the listing of companies with different rights structures.At the end of the same year,China's Shanghai Stock Exchange created a scientific board,and then issued a draft for the relevant listing rules of the Science and Technology Board,which came into effect on January 30,2019.The exception supports the fact that the science and technology enterprises can be listed on the domestic science and technology board with a dual shareholding structure.The author believes that the development of China's capital market is not mature enough,and there are many legal problems in the process of dual ownership structure in China.First of all,there is a contradiction between the development of science and technology enterprises and the immaturity of the securities market.China's domestic capital market is dominated by speculative retail investors,which has developed speculative habits and has a certain gap with the investment skills of professional investors.The inquiry mechanism and securities underwriting system of China's issuance market failed to solve the problem of capital information asymmetry.Secondly,the establishment of the dual ownership structure system itself,the founder,promoters and other minority people's centralization is not conducive to the protection of the interests of the majority of small and medium shareholders.Finally,the domestic securities regulatory rules still need to be further improved,and there is a hollow zone in the system connection with the overseas listed companies with dual ownership structure,that is,the supply of dual shareholding structure laws and regulations is insufficient.Based on the above discussion,in the process of localization of dual ownership structure,it is necessary not only to optimize the dual equity structure system in the science and technology sector,but also to optimize the domestic capital market environment and supporting regulatory rules.This paper mainly cuts into the legal problem analysis from the introduction of dual ownership structure in domestic listed companies.First,a brief overview of what is a dual equity structure.Discuss the legal connotation of the dual ownership structure,its rationality,its positive value and negative value.Secondly,the author will carry out legal analysis on the relevant rules for creating a science and technology board in Shanghai Stock Exchange of China,and put forward the author's question about the problem that the dual shareholding structure is introduced into the domestic capital market legal regulation.Thirdly,the author analyzes the internal and external legal regulation of the dual-equity structure listing from the perspective of empirical analysis,and outlines the legal regulation and supporting measures for the listing of the dual-equity structure in the United States,Hong Kong and other countries.Finally,from the perspective of the legal construction of the dual-equity structure and the improvement of supporting legal regulations,the legislative proposals and countermeasures are given in order to achieve the purpose of restraining the deprivation of controlling shareholders and protecting the rights of minority shareholders.After the research and analysis of this paper,this paper concludes that:the adoption of dual-equity structure listing may lead to the risk of corporate governance,mainly because the voting rights of the dual-equity structure itself are separated from the cash flow rights,and the controlling shareholder of the company is separated from top manager and supervisor's supervise.The supervision of the company caused the problem of agency costs.China's securities market is immature,regulatory rules and supporting laws and regulations are to be improved,and small and medium-sized shareholders have obstacles in the channels of interest appeal,which makes it difficult to protect their own interests.This paper puts forward the author's analysis and insights on the legal issues of the dual shareholding structure.