Research On The Risk Prevention Mechanism To Perfect The Exercise Of Shareholders' Special Voting Rights In Listed Companies

The concept of "special voting rights" is derived from the "double-deck equity structure".The equity design allows companies to issue shares with voting rights difference during the initial IPO,which are divided into Class A and Class B common shares.Usually Class B common shares have several times the voting rights of Class A,and their holders are often the founders,senior executives or personnel with special contributions to the company.On July22,2019,the first batch of mainland science and technology board enterprises went public smoothly,and the two-tier equity structure also officially entered the domestic public view.In recent years,due to the internationalization of capital and the development of high-tech industries,the advantages and disadvantages of the two-tier equity structure have also been under heated discussion.Scholars who hold affirmative positions believe that it can reduce the difficulty of enterprise financing,enhance the company's long-term development advantages,reduce managers' short-sighted behavior,and improve decision-making efficiency.Scholars who deny it believe that the development of the structure is not perfect enough.The existence of special voting shareholders reduces the interests of shareholders,undermines the principle of equality of shareholders,and weakens the supervision system for the exercise of private rights of shareholders.With the diversification and diversification of the global economy,the principle of "one share,one right" in the securities market has insufficient advantages.Emerging industries relying on high-tech technologies such as the Internet are in great demand for capital and technical talents.The hidden danger of weakening the single financing channel and control power has led many enterprises to list in foreign countries.This has not only caused the outflow of China's economic benefits,but also hindered the vitality of the domestic securities market and the development and growth of scientific and technological enterprises.Special voting shares belong to one of the categories of shares,but it is different from preferred shares with priority distribution rights.In essence,it is the differential distribution of voting rights of shares.In practice,it often shows five characteristics: originality,subject specificity,non-circulation,irreversibility and forced transformation.At present,countries and regions including but not limited to the United States,Canada,Singapore,Hong Kong,Chinaand mainland China have already applied or started to apply special voting shares.Among them,the United States,Canada and other countries have a very long history of development,dating back to the 1870 s at the earliest.After years of exploration and improvement,the above countries and regions have established risk prevention measures that are suitable for their own national conditions and the securities market environment.By reviewing and summarizing the development process of special voting rights and restrictive rules and measures for special voting rights in these countries and regions,we can help our country to understand as soon as possible the risks that may exist in double-deck equity structure companies and the hazards that may arise from the exercise of special voting rights shareholders' equity,and help our country to establish and perfect the governance measures for listed companies in the scientific innovation board with double-deck equity structure mode as soon as possible.In the analysis of the potential risks in the exercise of the special voting rights of shareholders,it mainly combines the IPO regulations of several well-known companies registered in the mainland of China and listed in the United States with the risk cases of individual countries and companies,and makes analysis based on theories.The main possible risks include over-control risks,moral risks and personal ability risks.Excessive risk control refers to the risk that the shareholders of a company can control the decision-making level of the company due to their excessive voting rights.The two-tier ownership structure is actually the separation of the company's control rights and ownership rights.Shareholders with special voting rights enjoy the right to control the company's voting rights with a small amount of funds due to their possession of special class B shares,which increases the control risks.The main performance is to control the company's decision-making,reduce relief efficiency and cause abuse of rights.Moral hazard is more likely to occur in the two-tier ownership structure due to the characteristics of the originality and subject specificity of the shareholders with special voting rights.On the one hand,the development of China's securities market is not mature enough,the quality of listed companies is not high,and the information disclosure is not perfect enough.On the other hand,due to the particularity of the double-layer ownership structure,the separation of voting rights and cash flow causes the "opportunism risk" of shareholders' managers with special voting rights to increase,thus damaging the interests ofcompanies and ordinary shareholders.Personal competence risk refers to the misrepresentation or concealment of one's own competence by the company's agents.This situation is highly uncertain,but the special voting rights shareholder group is fixed at the very beginning of its establishment.This operation makes it impossible to replace the high voting rights manager in reality,increases the supervision pressure and increases the company's operating risk.In view of the above possible risks,based on the development process,risk analysis and the analysis of the applicable rules in some countries and regions,the author puts forward some suggestions on improving the restrictive measures for shareholders with special voting rights,mainly including: improving the compulsory withdrawal mechanism of rights,increasing the voting items of "one share,one right",clarifying the shareholders and working years,and reducing the shareholding ratio of conveners of the extraordinary shareholders' meeting,etc.At the same time,the following measures are put forward for system construction,including adding "suspension clause" and "forced redemption of company" system,perfecting independent director system and adding "sunset clause" of term type,etc.