Research On The Restriction Mechanism Of Special Voting Right Under The Dual-class Share Structure

With the standardization of differentiated voting rights stipulated in the Listing Rules of Sci-Tech innovation board(STAR Market),the types of ownership structure in our country have been enriched and expanded.The system of voting rights difference(Dual-class share structure)will be the target of many technological innovative enterprises because of its relatively wide utilization rate and relatively perfect operation mechanism.Successful development of Baidu,Ali and Jingdong under the Dual-class share structure will inevitably become a template for follow-up capital markets to emulate,which will inevitably lead to systematic and standardized interpretation of the voting rights difference system,especially the research on the restriction mechanism of special voting rights(super voting rights)under the ownership structure will become the focus of academic research,only in this way can the final academic research results be ruminated into judicial practice and even legislative procedures,and contribute to the smooth development of the system.Dual-class share structure has a long history.At the beginning of its development,stock exchanges adopt trading rules in order to attract more high-quality enterprises in competition with each other.At present,the application rate is higher in the United States.However,the Dual-class share structure has not gained the status of the mainstream ownership structure,but it has become the type of ownership structure that many technological innovative enterprises are competing to adopt.Its purpose is to maximize the control of the management(usually the founder team)over the company’s future development under the huge financing demand,so as to divide the equity in the sense of classified shares,so that the shares of the management can have more voting rights.This system is the result of the game between the principle of equity of shareholders and the principle of majority decision of capital.It is also the result of the compromise between legal rigidity and autonomy of shareholders’ will.It is also the result of the balance between the return of share investment and the long-term development of the company.However,the system is still in its infancy in China and is only adopted in the trading rules of the securities market.It is expressed as "the arrangement of voting rights difference" in the "Listing Rules" of STAR Market,and its promotion of ownership structure under various types of enterprises in the whole country does not have realistic market environment and judicial environment conditions.The Dual-class share structure of STAR Market is the "experimental field" of the current surging capital market ownership structure.How to ensure the stable growth of the "experimental field" is the urgent problem to be solved.Because the voting rights of special voting shares are often several times of those of common shares in the Dual-class share structure,the shareholders holding special voting shares can gain control of the company with a small proportion of shares,so it is very important to study the restriction mechanism of special voting rights under the ownership structure.It mainly includes two levels of research.The first is how to balance the conflict of interests between shareholders of different types of shares.The solution of this problem runs through the design of Dual-class share structure and is a consistent idea of equity structure design.Secondly,how to construct an effective mechanism to restrict the special voting rights from inside and outside the company,which includes not only the supervision mechanism of the board of supervisors within the company,but also the restriction and punishment mechanism provided by the legal norms outside the company.