| In recent years,the equity distribution of our country’s listed companies has gradually shifted from relatively centralized to decentralized.With the continuous strengthening of the decentralization trend of equity,the problem of weakening the company’s control behind it continues to deepen,mergers and acquisitions of listed companies,and even malicious "hitting the door" incidents occur from time to time.At the same time,new economic companies,family businesses,state-owned enterprises,etc.have increasingly prominent demands for control.Based on this,the Sci-tech Innovation Board took the lead in introducing the system of differentiated arrangements for voting rights in 2019 on the basis of extensively absorbing the best practices in domestic and foreign capital markets,marking the official recognition of the dual-class share structure in Chinese mainland.The dual-class share structure allows shareholders to hold a small amount of shares to have control over the company.It has been widely debated by the academic and practical circles,and my country has strictly adhered to "one share,one power" for a long time.Under the opportunity of the revision of the "Company Law",how to better integrate the dual-class share structure into the legal system and how to take relevant supporting measures are the focus of this article.The main body of this article is divided into six chapters:The first chapter is an introduction to the definition,characteristics and historical evolution of the dual-class share structure.The dual-class share structure refers to the non-proportional allocation of cash flow rights and voting rights on a stock,that is,corresponding to the structure of the same shares with the same rights,and is a share system arrangement with different rights for the same shares.According to the corresponding ratio of cash flow rights and voting rights,it can be divided into enhanced equity structure and weakened equity structure;according to the direction of concentration of voting rights,it can be divided into three types:exclusive type,co-governance type and centralized type.The dual-class share structure first appeared in the U.S.capital market and has gone through three stages:germination and difficult existence,rebirth,and widespread application.The second chapter is the justification of the development of the dualstock structure system in my country.Theoretically,shareholder heterogeneity theory,entrepreneurial trait theory,and contract freedom theory provide theoretical support for the development of dual-class ownership structure.In practice,state-owned enterprises,new economy companies,and family-owned enterprises have a greater need for centralized control,and the dual-class share structure can also help companies resist hostile takeovers.The third chapter is to introduce the practice of my country’s dualstock structure system.From the emergence of Alibaba’s "partnership system",which is similar to the dual-class share structure,to the beginning of the era of class shares in my country for preferred shares and state special management shares,to the introduction of the dual-class share structure system for the first time in Hong Kong.The Sci-Tech Innovation Board,the Growth Enterprise Board,the New Over-the-counter Market and the Beijing Stock Exchange have all recognized the dual-class share structure,which is described as a "differentiated arrangement of voting rights" in these sectors.The fourth chapter is to reflect on the risks and effects of the dualclass share structure introduced into China.The dual-class share structure has inherent defects such as solidification of control rights,lack of external supervision,and the risk of infringing the legitimate rights and interests of ordinary voting shareholders,which should be overcome as much as possible when introducing it.At present,there are very few companies with dual-class shareholding structure in the market,and they are concentrated on the Sci-Tech Innovation Board.From the current situation,it seems that the operation is stable,and there is no violation of the legitimate rights and interests of ordinary voting shareholders.The fifth chapter is the reference of overseas governance experience.The United States has fewer ex-ante constraints on the dual-class share structure,and more is to strengthen the crackdown on violations of information disclosure requirements during and after the event,as well as strengthen the effectiveness of punishment for other securities violations.For Canada,Singapore,and Hong Kong,where the proportion of small and medium shareholders is relatively high and the proportion of professional institutional investors is relatively small,the administrative supervision is more intense,and stricter regulatory measures have been adopted.The sixth chapter is to propose an effective path for the localization of the dual-class shareholding structure.First of all,in terms of improving the legal system,we should seize the opportunity of the revision of the"Company Law" to improve the places where the provisions on class shares in the draft are not comprehensive;The "Swallowtail Clause" strengthens the disclosure of information before the event,strengthens the corporate governance during the event,and expands the relief mechanism after the event.Secondly,it is necessary to strengthen the independence and marketization of exchanges and encourage moderate competition. |
