Research On The Protection Of General Shareholders’ Rights Under Dual-class Share Structure

With the establishment of China depositary receipt system and science and technology innovation board,dual-class share structure has officially stepped onto the stage of China’s securities market.Double ownership structure different from the traditional ownership structure,the listed company through the issuance of the high voting shares makes the issuer in access to social public finance and the dilution of control of the company founder don’t solve the conflict between corporate finance and control to slip,control grip makes external hostile acquirer away,It can promote the stable development of the company while improving the efficiency of internal decision-making.Since Jingdong,Alibaba,Baidu and many other companies with strong power and great development potential went public overseas with dual-class share structure,more and more experts and scholars have paid attention to this share structure.Many scholars research content more focus should introduce this system in our country,and some associated with double-layer structure basic theory research,for double ownership structure after introducing may pose threat to ordinary shareholders’ equity and on how to effectively deal with the lack of systematic study.As is known to all,whether in the traditional equity framework or double shareholding,the protection of the rights and interests of minority shareholders is a focus in the study of company law scholars,therefore based on protection of the rights and interests of ordinary shareholders as the center,to the ordinary shareholders’ equity under the double equity structure,analyzes the related problems of damage in the end put forward some proposals of how to better protect the common Stockholders’ equity.In the process of writing the article,the author analyzes the design and evolution of the relevant systems for the protection of common shareholders’ rights and interests under the dual-class share structure at home and abroad through normative analysis and comparative research,which can not only reflect the legitimacy of the existence of the dual-class share structure from the side.Moreover,it can also provide some reference ideas for the improvement of relevant systems for the protection of common shareholders’ rights and interests under the dual-class share structure in China.Through the case analysis method,it can be more objective and clear how the special voting shareholders in the dual class share structure make use of their special rights to seek personal gains and infringe the rights and interests of ordinary shareholders.In addition to the introduction and conclusion,this paper is composed of four parts.The first part takes the narrow sense of dual-class share structure as the main line,elaborates the basic characteristics of dual-class share structure,such as the separation of corporate voting rights and equity rights and the strict restriction of super voting rights,as well as the causes of the dual-class share structure,and analyzes the concept of common shareholders and the scope of rights and interests mentioned in this paper.The second part analyzes the current situation of the protection of common shareholders’ rights and interests in China,the performance of the damage of common shareholders’ rights and interests,and the reasons for the risk to common shareholders’ rights and interests caused by the adoption of dual-class share structure.The third part takes the system design of dual-class share structure in different countries or regions as the main line,and draws on their useful experience,such as the relatively perfect information disclosure system,sound judicial relief and guarantee system,sunset clause system with full types in the United States,and the system of class general meeting of shareholders in Japan.Chinese Taiwan’s strict independent director system and compliance consultant system design have played a certain positive role in the protection of the rights and interests of ordinary shareholders.On the basis of the above arguments,the fourth part proposes to improve the protection of common shareholders’ rights and interests under the dual class share structure by improving the internal supervision of the company,increasing the shareholder’s right of supervision,strengthening the external supervision of the company and perfecting the after-the-fact relief and guarantee system.