| Since the Third Plenary Session of the 18 th Central Committee of the Communist Party of China proposed to actively develop the mixed ownership economy and deepen the reform of state-owned enterprises in 2013,the mixed ownership reform of state-owned enterprises in my country is in full swing.The Central Committee of the Communist Party of China and the State Council have issued a series of documents on the development of mixed ownership of state-owned enterprises.It can be seen from the document that the purpose of state-owned enterprises to develop a mixed-ownership economy is to optimize the ownership structure and develop modern enterprises.There are mainly two ways of capital flow realized by non-state capital entering state-owned enterprises and state-owned capital for non-state-owned enterprises.The first part of this article is the logical justification of the introduction of a two-tier ownership structure to the reform of state-owned enterprises’ mixed ownership.First of all,a brief description of the two-tier shareholding structure is an arrangement of shareholding structure,specifically a setting of separation of voting rights and voting rights,which has the characteristics of the specificity of voting rights holders and the separation of cash flow rights and voting rights.Secondly,a legal analysis of the two-tier shareholding structure.The current mainstream theories include the theory of corporate governance contracts,the theory of shareholder "heterogeneity",and the theory of law and economics.Finally,according to the purpose and situation of the mixed reform of state-owned enterprises,the necessity and feasibility of introducing a two-tier equity structure are analyzed,mainly from the necessity of state-owned capital to control some state-owned enterprises,and the necessity of state-owned enterprises’ public welfare and the profitability of non-public enterprises.;Discuss the feasibility of introducing a two-tier equity structure in the mixed reform of state-owned enterprises from the perspective of national policies,laws and regulations,and the practice of science and technology innovation board.The second part discusses the possible problems faced by the introduction of dual-class share structure in the mixed reform of state-owned enterprises.According to the characteristics of the double layer structure and outside the process of development,the problems of commonness,discuss in soes reform introduced in double ownership structure may face problems such as: for ordinary shareholders’ equity line and the ordinary shareholder litigation right protection in China is not perfect,double ownership structure to the enterprise internal and external supervision mechanism weaken the analysis of problems,and thinking about how to set up a differential voting rights in the state-owned enterprises to mix proportion.The third part is the system assumption of dual-class share structure in the mixed reform of state-owned enterprises.By summarizing and drawing lessons from the norms of dual-class share structure in foreign countries and China’s science and technology innovation board,the system concept in line with China’s national conditions is designed.Specific ways: first,the scope of exercise voting rights items,according to the policy document and the characteristics of the state-owned enterprises,put forward in the relationship between national security,in public welfare state and the lifeblood of the national economy,the introduction of double layer structure,setting the proportion of multiples up to 10 times,and retain certain apply the principle of "a right".Second,it proposes ways to strengthen the information disclosure system and strengthen the independence and responsibilities of independent directors to prevent the abuse of special voting rights.Thirdly,it puts forward ways to improve the current shareholder representative litigation system in China and explore the service center for serious medium and small investors to protect the appeal right of ordinary shareholders. |
PDF Full Text Request