Research On Protection Of Minority Shareholders’ Rights And Interests Under Dual-Class Share Structure

Dual-class share structure can satisfy the differentiated investment needs of different shareholders inside the company,and also alleviate the contradiction between obtaining external capital investment and ensuring the founder’s control right in the start-up stage.The firm control can make the founder more focused on the operation and management of the company,so as to promote the sustainable and healthy development of the company.However,in dual-class share structure companies,the absolute control of the founder will also lead to the damage of the rights and interests of minority shareholders.Meanwhile,the high voting power of the founder is contrary to the principle of "one share,one vote" in traditional companies.Dual share structure is a complicated pair of three-dimensional,innovative enterprises in various countries and regions actively adopt dual share structure,the relevant government departments are also trying to formulate laws and strengthen supervision.In the solicitation draft and second review draft of the 2021 Amendment to the Company Law,companies are allowed to issue differentiated voting shares with voting weights per share different from ordinary shares in accordance with the articles of association,which indicates that the dual-class share structure will be formally introduced in the legal level and the implementation of "the same share with different rights".When the dual-class share structure was introduced,the Science and Innovation Board also made some provisions on protecting the rights and interests of minority shareholders,but there are still some problems in practice,such as unreasonable qualification of special voting rights,inadequate information disclosure content,and insufficient judicial remedies.Therefore,based on the rights and interests protection of minority shareholders under dual-class share structure,this paper will establish a set of perfect legal measures to protect the rights and interests of minority shareholders.This paper aims to explore the connotation,basic characteristics and legitimacy of dual-class share structure through theoretical research and analysis,and analyze its adverse impact on minority shareholders’ rights and interests.Meanwhile,by analyzing the current rules of dual share structure and the existing rules of the minority shareholder’s rights protection in this structure,the problems in the dual share structure are found,and the inadequacy of the structure for the minority shareholder’s rights protection is concluded.In addition,this paper also uses the comparative analysis method,takes the legal protection measures of the United States,Singapore,Hong Kong Special Administrative Region and other countries and regions as reference,analyzes the experience of the above countries or regions,and summarizes the beneficial enlightenment to the protection of minority shareholders’ rights and interests in China.Finally,a complete set of measures to protect minority shareholders’ rights and interests are put forward according to the actual situation of dual share structure companies engaged in three aspects: before,during and after.It mainly includes: narrowing the application scope of special voting rights,restricting the relevant functions of special voting shares;Perfect the withdrawal mechanism of special voting rights,add the sunset clause of term type and performance type,and perfect the sunset clause of specific event type;Strengthening the functions of internal oversight bodies;Establish information disclosure system for dual-class share structure.In the aspect of ex post remedy,the judicial determination expectation of special voting rights abuse should be established to prevent the abuse of voting rights by special voting rights;To fully protect the rights and interests of minority shareholders,the withdrawal mechanism of minority shareholders should be established,and additional shareholders holding special voting rights should be the main body of equity buyback.