Research On The Construction Of Dual-class Share Structure System In China

Dual-class share structure is an effective mechanism to balance the company’s financing needs and the founder’s right of control.By issuing two types of shares with different voting rights,the company separates the shareholders’ right of earnings from the right of voting,and the founders can control the company by holding a large number of voting rights with a small proportion of shares.The advantages of this model lie in that it satisfies the investment preference of shareholders with heterogeneity and is conducive to the "knowledge governance" of science and technology enterprises.However,it also brings negative effects.This thesis takes dual-class share structure as the topic of study,takes relieving the agency problem between minority shareholders and controlling shareholders as the regulatory method,and takes safeguarding the interests of minority shareholders as the core value.Through the normative analysis and empirical research on dual-class share structure,combined with the summary and reference of overseas experience,the thesis puts forward the corresponding improvement steps for the application of dual-class share structure in China.Go out introduction,this article altogether has other four parts:Firstly,this thesis mainly introduces the connotation and theoretical basis of dual class share structure.Firstly,the author makes a clear definition of the connotation of dual-class share structure from the view of the contrast between dual-class share and single-class share.Secondly,as the company issues differentiated shares under dual-class share structure,the tenet of shareholder solidarity is broken and the legitimacy of dual-class share structure is doubted,this thesis explain the legitimacy of dual-class share structure on the basis of shareholder heterogeneity and enterprise contract theory.Finally,the necessity of introducing dual class share structure in Our country is expounded.The institutional advantages of dual class share structure fit the demand of current market situation and the trend of legal system reform in China.Secondly,this part researches of the application of dual class share structure system in China.Firstly,the applicable regulations of dual-class share structure in China are sorted out,which are specifically divided into corporate vision and securities vision,and different regulations of dual-class share structure applicable to different types of companies are introduced,as well as specific applicable rules of dual-class share structure in the securities market.Secondly,by analyzing the practice of dual-class share structure in the securities market,we can understand the current application status of dual-class share structure in China.Finally,combined with the analysis of China’s market environment and institutional basis,the deficiencies of the current dual-class share structure system in China are put forward to build a foundation for the discussion of improvement measures in the following paper.The third part is the investigation of dual class share structure system extraterritorial.The United States,Germany and Chinese Hong Kong of China are selected as the objects for reference.The value and potential risks of dual-class share structure are discovered through sorting out the development history and regulatory attitude of the dual-class share structure applicable to the above countries and regions,and the demystify to Chinese enhancement of dual-class share structure system is extraction and experience.The last part is the perfecting way of constructing dual class share structure system in China.First of all,we should establish the basic principles and ideas to be followed in perfecting the dual-class share structure system in China.Because of the agency problem in dual-class share structure enterprises,it is hard to protect the rights and interests of minority shareholders,so the core value of the system construction should be to protect the rights and interests of minority shareholders.Then,for the sake of defend the minority shareholders of dual-class share structure companies,We will improve the internal governance mechanism and the external oversight system.The fiduciary duty of controlling shareholders can be introduced to prevent their moral hazard,and the election mode of independent directors and supervisors can be improved to strengthen their independence so as to ensure the performance of supervision functions.Finally,the post-relief mechanism for the injured investors should also be improved.On the basis of the reform of the securities litigation system,a special litigation protection system should be established for the weak voting shareholders to enhance the initiative of the injured investors in litigation.