Analysis Of The Controlling Arrangement Model Of The "Unequal Voting Rights" Ownership Structure

In recent years,the equity structure of "unequal voting rights" has made great progress in the practice of Chinese companies.The Hong Kong Stock Exchange introduced new stock market rules in April 2018,"allowing equity structures with unequal voting rights to be listed in Hong Kong",which shows that the "unequal voting rights" equity structure has gradually gained legal status in China.On November 26,2019,Alibaba re-listed on the Hong Kong Stock Exchange after a lapse of ten years,and clearly stated in the prospectus that the company's equity structure was an "unequal voting rights".The "unequal voting rights" equity structure is favored by many companies because it can protect the founder's control from being overtaken by external investors during the corporate financing process,which also reflects the structure's protection of control rights Advantages and future application and promotion value in the enterprise.This paper mainly adopts case studies and comparative analysis methods to discuss the control rights arrangement model of the "unequal voting rights" equity structure.In the research process,the relevant ideas of stakeholder theory,agency theory and merger and acquisition theory are mainly used.The difference is that the "unequal voting rights" equity structure is divided into two types of dual equity structure and partner system,which is more conducive to further exploration of the structure,in order to provide a more scientific and reasonable way for its promotion and application.The research focus of this article is to introduce the two types of control arrangements,and then explore the corporate governance structures and control rights protection paths for different types of "unequal voting rights" equity structures,and then derive the two types of equity structures.Although the nature is the same,there are indeed very different conclusions in the realization of the protection of control rights.In this paper,when analyzing the control path of the control rights of two case companies,JD.com and Alibaba,it is found that although the two companies also use the "unequal voting right" equity structure,they are very different in corporate governance.Thedual equity structure follows the traditional "shareholder-centric" governance structure and protects the company's control by issuing A and B shares.The Alibaba partner system is a "board-centric" governance structure.By establishing partners the committee also grants special rights to protect the company 's control.Therefore we can conclude that the two types of "unequal voting rights" equity structure,the dual equity structure and the partner system,have very different institutional foundations for their effectiveness.All further discuss the "unequal voting rights" equity structure to provide reference for corporate applicability and future promotion.This article is divided into six chapters.The first chapter is the introduction of this article.It introduces the topic selection background and research purpose,meaning,content and method,etc.The second chapter summarizes and reviews the previous literature,and analyzes the innovations and deficiencies of this article.The two chapters lay the practical and theoretical basis for subsequent case introductions.Chapters 3 and 4 are the case introduction and case analysis of this article.This is the main chapter of this article.Through specific research and comparative analysis of the two types of "unequal voting rights" equity structure control arrangement mode,The differences between the two types of control arrangements are drawn,as well as the differences and connections in the path of corporate governance and protection of control rights.The fifth chapter introduces the advantages and disadvantages of JD.com and Alibaba's shareholding structure and the promotion of the case.The sixth chapter is the research conclusions and policy recommendations,summarizes the conclusions obtained in this article and provides suggestions for the future development of the "unequal voting rights" equity structure.