Research On The Protection Of The Rights And Interests Of Ordinary Voting Shareholders Under Dual-Class Share Structure

This paper starts from the basic theory of dual-class share structure,analyzes the legal characteristics of dual share structure,and reveals the endogenous factors and legal basis of the special voting rights enjoyed by founders in dual share structure through the theoretical analysis of management residual claim and residual control rights,homogeneity and heterogeneity of shareholders.Through to the Chinese mainland companies in the analysis of the typical cases and the implementation of dual-class share structure,provide combed the hold special voting shareholders of the company’s control and ignore the phenomenon of ordinary voting shareholders’ rights and interests,and dual share structure is analyzed from the Angle of structural ordinary shareholder voting rights under special voting shareholders control gain excessive grab the large proportion,the share of the vote to reduce market for the improvement of corporate governance,super times the exercise of voting shares lead to unequal power and responsibility between the shareholders,and weaken the company internal checks and balances mechanism,etc.The institutional defects of dual share structure have an endogenous impact on common shareholders’ equity because of the increase of agency cost caused by moral hazard,the failure of internal and external supervision mechanism,and the limitation of institutional investors.For special voting shareholders’ rights to restrict,the exercise of rights and the protection of the voting rights for ordinary shareholders’ equity is important,given the double ownership structure has just appeared in our country,the experience of the domestic is not sufficient,so from the perspective of comparative law,compared the relatively developed securities markets in the world countries or regions listed exchange rules and practice,through the extraterritorial legislation practice and experience for reference.For our country in the voting rights shall practice a system of dual share how to protect ordinary shareholders strengthen faith obligations of control shareholders and directors,strengthen the special voting procedures for voting rules and misuse the responsibility of the voting rights,build form a complete set of information disclosure system,establish a common shareholders general assembly,to strengthen internal supervision mechanism,establishing the common shareholder voting rights group lawsuit system,restore "the same shares,the same rights" prevent control premium such as legal advice.