Study On The Protection Of Rights And Interests Of Small And Medium Investors Under Dual Class Share Structure

New "securities law" and "Shanghai stock exchange kechuang plate stock listing rules"(hereinafter referred to as the "kechuang board listing rules")of the mean double the legal status of shareholding system formally established,double the production of equity structure,is the result of the investors and the game between the company founder,is the essential form to spin out the company and all rights and control rights in,The formation of the same share of different rights of the double-deck form.Opening the restriction conditions of dual-class share structure is bound to cause some chaos,especially the protection of the interests of minority shareholders under dual-class share structure.Therefore,this paper will start from the conflict between minority shareholders and controlling shareholders under dual-class share structure,and analyze the corresponding legal system to protect the interests of minority shareholders as the focus,and draw lessons from overseas experience to inspire China to make the corresponding improvement path,so as to promote the good operation of dual-class share structure.This paper is divided into five chapters: Chapter one,introduction.In chapter two,the protection of rights and interests of minority shareholders in dual-class share structure is introduced.Firstly,the legal connotation of dual-class share structure is introduced,so as to draw out the conflicts of interests between super voting shareholders and minority shareholders under dual-class share structure.Chapter three,the legal provisions of protection of minority shareholders in dual-class share structure.This chapter analyzes the inadequacy of protecting the rights and interests of minority shareholders under the two-tier share structure by discussing the relevant laws and regulations.The deficiencies are mainly concentrated in three aspects: Lack of effectiveness of disclosure mechanisms,failure of corporate and internal supervisory mechanisms,and the limited effectiveness of the existing sunset clause.The fourth chapter,the improvement suggestions on the protection of minority shareholders under dual-class share structure,puts forward improvement measures for the shortcomings of the current legal provisions on the protection of minority shareholders’ rights and interests.At the same time,by learning from the institutional experience and legal provisions of the United States,Singapore and Chinese Hong Kong,we inspire our securities market to formulate a strict information disclosure system,adopt a specific regulatory model,and introduce a "semi-mandatory" periodic sunset clause.Chapter five,conclusion.It is concluded that dual-class share structure companies can achieve dual-wheel drive only by legal constraints and contract autonomy within the company.