Research On The Influence Of Dual-class Share Structure On Corporate Governance

Since the 21 st century,human capital has been playing an increasingly important role in enterprises.However,due to the large demand for capital of Internet enterprises,under the traditional "one share,one right" model,the problem of dilution of core management control is inevitable in the process of financing.In order to better balance the contradiction between the financing needs of enterprises and the decentralized control caused by financing,the dual-class share structure has gradually opened the door of China’s capital market.In April and September 2018,Hong Kong and the Mainland successively approved dual-class share structure listing of technology companies in China.Such a move overturns the "same share,same power" principle in our capital market for nearly 30 years,but also brings a new dawn for more innovative companies,to retain a large number of excellent "specialized new" companies in our country.However,when the dual-class share structure comes to China’s capital market,while many Internet companies find a new strategic direction,there are also some controversies.How does dual-class share structure improve the performance of corporate governance in enterprise operation practice? How to solve the unequal rights of minority shareholders? How to protect the interests of minority shareholders? Dual share structure is in the pilot stage at present,whether it has more market potential in the future? Such problems due to our current research experience is less,the academic field is still very short.Therefore,this thesis analyzes the specific cases of the implementation of dual-class share structure in Meituan,and specifically studies the impact of dual-class share structure on corporate governance.This thesis firstly uses literature research method and case analysis method to sort out relevant theories of dual-class share structure,and analyzes the case of Meituan’s dual-class share structure listing in Hong Kong in September 2018.Firstly,the basic information of Meituan,the background of the dual-class share structure listing and the design of the dual-class share structure implementation of Meituan are introduced.Second from the industry characteristics,long-term strategic development needs,the founder of the shareholder’s heterogeneity exists objectively,keep control four aspects analysis Meituan implementing dual share structure of listed motivation;Secondly,it analyzes the influence of dual-class institutions on corporate governance from five aspects: shareholder governance,board governance,management management,stakeholder governance and information disclosure.Finally,the effect and risk of dual share structure on corporate governance are analyzed.The results show that: first,innovation-oriented enterprises have realistic demand for dual-class share structure;Second,the entry threshold of dual-class share structure is high,and the relevant laws and regulations need to be improved;Thirdly,while dual-class share structure brings many positive effects to enterprises,it also has potential risks.Fourth,improving the corporate governance mechanism can make enterprises make better use of dual-class share structure and reduce potential risks.On the basis of the above research,the following suggestions are put forward: first,the qualification requirements for high-voting stock holders should be strictly controlled;Second,we should strengthen the construction of the board of directors.Third,to strengthen information disclosure;Fourth,to improve the incentive and constraint mechanism;Fifth,develop succession plans for key decision-makers.It is hoped to provide some reference for enterprises that adopt dual share structure or plan to adopt dual share structure to go public.