| Our country’s corporate governance has always adopted the capital majority decision model of "same shares,same rights".In the process of financing,companies have lost control over the company due to the dilution of the founding shareholders’ equity.Companies such as "unicorns" have to choose to list in the United States or Chinese Hong Kong,and a large number of high-quality companies have been lost overseas,resulting in the marginalization and hollowing of the capital market.As an effective barrier for the company to prevent hostile takeovers,the dual-class share structure achieves a win-win situation between the company’s financing and locking of control rights.However,under the condition of imperfect regulatory system,the dual-class share structure exacerbates information asymmetry and drives opportunism.Special voting shareholders have the moral hazard of abusing their private rights and transferring crisis.The relationship between special voting shareholders and ordinary voting shareholders The problem of imbalance of interests between them is prominent.How to reduce the negative effects of special voting rights and balance the rights and interests of shareholders with special voting rights and shareholders with ordinary voting rights are the issues to be discussed in this article.This article will take the balance of shareholders’ interests as the starting point to carry out research on the current differentiated voting rights system in my country.The first part of the article first analyzes the relevant theoretical basis and advantages of the dual-class shareholding structure,and proposes that the crux of the current controversy caused by the system is the imbalance of interests between different shareholders,and provides its own solution to this problem,that is,in the synthesis of On the basis of analyzing the various situations of different shareholders,the exercise of powers of shareholders with special voting rights shall be regulated accordingly,and the rights and interests of shareholders with ordinary voting rights shall be protected accordingly.The second part of the article,on the basis of analyzing the current rules and requirements of my country’s Science and Technology Innovation Board for the balance of shareholders’ interests in the dual-class share structure,finds out the problems that still exist in my country’s dual-class share structure with respect to the balance of interests of different shareholders,mainly including: The special voting rights restraining system is unbalanced,the supervision system is unbalanced,and the rights and interests relief for shareholders with ordinary voting rights is not enough.The third part of the article is mainly based on the problems that may arise in the dynamic development of my country’s capital market,and analyzes the actual choice of the balance of interests of different shareholders in the dual-class share structure in the overseas capital market,and provides corresponding reference and reference for my country.The fourth part of the article deeply analyzes issues such as the rebalancing of interests arising from the differentiated voting rights system,and puts forward institutional suggestions to further deal with the legal risks arising from the differentiated voting rights arrangement of listed companies: On the one hand,it imposes strict restrictions on the content of the dual-class share structure.,to prevent shareholders with special voting rights from abusing special voting rights to infringe the rights and interests of shareholders with ordinary voting rights,including optimizing the restraint system of special voting rights and improving the company’s supervision system;on the other hand,by improving the special relief system for shareholders with ordinary voting rights.and ultimately achieve the best balance between guaranteeing the free management and decision-making of shareholders with special voting rights and protecting the legitimate rights and interests of minority shareholders. |
