| Different from the common "same share with the same right" structure,the biggest characteristic of dual share structure is "same share with different rights".Companies that go public with this structure typically issue two different classes of shares,each with a different number of voting rights.Through this voting design,founders will have special voting rights and minority shareholders will only have ordinary voting rights,thus separating shareholder property rights from voting rights.In the post-financial crisis era,combined with the impact of the COVID-19 epidemic,central bank measures to rescue the market around the world have made many innovative technology companies that rely on asset-light operations rise under the impetus of excess liquidity in the capital market,and their equity structure is more vulnerable to the impact of hot money.Therefore,for them,the provision of dual-class shares is beneficial to their founders to still have control over the company after several rounds of financing.Make the founders always stick to the long-term interests and system value of the company,enhance their decision-making power of various affairs of the company,reduce the short-sighted behavior of minority shareholders,so as to enhance the risk bearing level of the company;At the same time,it is also conducive to avoid the hostile takeover brought by "barbarians at the gate",so that the company develops steadily and orderly in the long river of history.Dual-class share system not only enables the founder to control the company and avoid the competition for control among shareholders,but also enables the company to focus more on the realization of long-term goals and enable some innovative development projects with extensibility to be carried out and completed.Under the dual share structure,the founder’s ability can be better reflected and played.Based on the understanding and planning of the company,the founder deploys all aspects of the company,thus improving the company’s business performance,enabling the company to cope with the fierce market competition more calmly,and maintaining its favorable position in the capital market.At the same time,however,there is room for abuse of control when founders gain special voting rights with a few shares.Since most of the voting rights are in the hands of founders,and there is a gap in information between them and minority shareholders,it is difficult for minority shareholders to timely detect and effectively intervene when they make mistakes or abuse their voting rights for personal gains,which will lead to infringement of their rights and interests.Therefore,how to protect the rights and interests of minority shareholders under the background of dual-class share structure is the key to the long-term existence and continuous play of dual-class share structure.In this thesis,the protection of the rights and interests of minority shareholders as the foothold,combined with the actual situation of Our country,the possibility of minority shareholders under the dual share structure and the reasons for infringement are analyzed,and through the study and reference of foreign relatively mature protection system of minority shareholders under the dual share structure.Finally,a series of feasible suggestions are made to protect the rights and interests of minority shareholders in China.This paper mainly includes the following five parts:The first chapter is the introduction of this paper.This part first explains the research background and significance of the protection of minority shareholders’ rights and interests under the background of dual-class share structure.Dual-class share structure is a foreign product to Our country.Although this structure has many advantages,it still meets the fundamental obstacle of how to protect the rights and interests of minority shareholders in the process of its implementation and development.Therefore,in order to make this structure system more competitive in China’s capital market,but also make China’s capital market more stable development,it is necessary to study this.Then this part also reviews the existing literature on this issue at home and abroad,and provides support for today’s discussion and analysis through previous theoretical research and experience.Finally,the research methods and innovations of this paper are introduced.The second chapter is the overview of dual-class share structure.Starting from the ownership structure,and then to the definition of dual ownership structure,and then introduced the characteristics of dual ownership structure.Trace back to the root,clarify the connotation of dual-class share structure fundamentally,for the full text of the research foundation.Then through the introduction of the legitimacy of dual share structure,the advantages of dual share and the necessity of its existence.But at the same time,we should also pay attention to the existing problems,that is,how to protect the rights and interests of minority shareholders,and so on.The third chapter is the status quo of the infringement of minority shareholders’ rights and interests under dual share structure.The starting point of this paper is how to properly protect the rights and interests of minority shareholders under the special organizational structure of dual-class share structure.Therefore,this part mainly analyzes the possible infringement of the rights and interests of minority shareholders under this background.For example,founders’ excessive voting right infringes on minority shareholders’ voting rights,founders hollow out the company by taking advantage of their own advantages,internal and external supervision mechanism is infringed,and minority shareholders’ litigation rights are not effectively protected.Due to the late introduction of dual-class share structure in China,there are not many related cases.However,we have reason to believe that the task of protecting the rights and interests of minority shareholders will only be more severe under the dual share structure,considering the infringement of the rights and interests of minority shareholders in the existing structure.The fourth chapter is the reference of the protection of minority shareholders’ rights and interests under the foreign dual ownership structure.This part mainly discusses how to improve relevant systems and measures to effectively protect the rights and interests of minority shareholders through historical research and current situation analysis of how to protect the rights and interests of minority shareholders in the United States,The United Kingdom,Japan and Singapore under dual ownership structure.And on this basis,summed up the enlightenment and experience that our country can use for reference.Such as establishing strict information disclosure system,perfecting the review rules for listing companies with special voting rights,implementing sunset clause and adopting class action lawsuit system.The fifth chapter is the suggestions of improving the protection of minority shareholders’ rights and interests under dual-class share structure.On the basis of the above mentioned,combined with relevant overseas experience,this paper puts forward relevant suggestions for the possible problems in the protection of minority shareholders’ rights and interests under dual-class shareholding structure in China.For example,restrict the application of founders’ excessive voting rights,implement strict information disclosure system,strengthen relevant supervision mechanism,and improve the litigation relief system. |
