Judicial Identification Of Shareholders Abusing The Special Voting Right Under The Dual-Class Share Systems

In 2019,Chinese Science and Technology Innovation Board allowed dual-class companies to go public,which is an innovation of the traditional one-share-one-option model and another measure to boost the development of China’s capital market.The core of dual share mode is the differential arrangement of voting rights,which is the unequal allocation of shareholder’s participation rights and economic rights.Without losing the control of the company,the founding shareholders can effectively finance the company,resist hostile takeover,and inject vitality into the development of science and technology innovative enterprises.Due to the short development time of dual-class share model in China,there has not been any case dispute of abuse of special voting rights in judicial practice.Since the special voting mechanism has been introduced into the science and Technology Innovation Board,there will inevitably be disputes between founding shareholders and capital shareholders over the exercise of special voting rights in the future.Therefore,the judicial identification path of the abuse of special voting rights is of great significance to the judicial practice in the future.Because China is still in the initial stage of dual share mode practice,there has not been a case of abuse of special voting rights in judicial practice,and the provisions of laws and regulations are quite inadequate.Special voting right belongs to the scope of voting right from the nature of attribution.Therefore,when studying the jurisprudence,behavior pattern and judicial identification path of the abuse of special voting right,this paper also draws on the laws and regulations,relevant theories and practical cases of the abuse of voting right,and draws the similarities between the two kinds of disputes.Based on the jurisprudence of judicial determination of abuse of special voting rights,this paper divides the identification path of abuse of special voting rights cases into two aspects: one is the identification of abuse of special voting rights without actual harm consequences;the other is the identification of abuse of special voting rights with actual harm consequences.On the basis of classification,the author puts forward a judicial way to identify the corresponding abuse of special voting rights.The classification method and identification path can quickly extract effective information from chaotic cases and find out the way of judicial intervention.The theme of the first chapter is the identification of the abuse of special voting rights.This paper mainly analyzes the problems existing in the process of identifying the abuse of special voting rights,and analyzes the advantages and problems arising from the provisions of special voting rights in the prospectus and articles of association of Ucloud,which is the first company listed on the science and technology Innovation Board in China with dual share mode.Based on the contradictions between the founding shareholders and ordinary shareholders and between the founding shareholders and the company,after predicting the difficulties in the determination of the abuse of special voting rights,the author considers the causes of such problems from legislative and judicial perspectives,laying a foundation for the exploration of the judicial determination path below.The second chapter focuses on the jurisprudence of judicial determination of abuse of special voting rights.Any legal problem depends on the support from legal theory,for the purpose of this article the research question,begin from special voting systems of the connotation and value defines the meaning of the special voting rights,second to find the special voting rights abuse of upper concept,analyzes the special legal basis of the abuse of judicial cognizance thinking voting rights.The third chapter is the focus of this paper--the solution to the problem of judicial recognition of special voting right abuse.Starting from the results,the cases are divided into two categories: one is the judicial way to identify the abuse of special voting right which causes the risk of harm to the interests of other right subjects;the other is how to identify the abuse of special voting right after the substantial harm to the interests of other right subjects.In legislation,there is no specific identification standard for abuse of voting rights,and it is impossible to stipulate a clear judgment standard for abuse of special voting rights,because the uncertainty and freedom of commercial activities cause great difficulties for judicial intervention.The last remedy for shareholder rights infringed is litigation,if the judicial authority has a similar caseDisputes do not form a unified,clear standard of judgment,is bound to bring chaos,such uncertainty is also extremely adverse to the development of the capital market.Therefore,in the absence of relevant disputes,it is the value of this paper to clarify the thinking of adjudication and prepare for a rainy day.