Research On The Legal Issues Of Special Voting Right Under The Double-layer Ownership Structure In China

The dual-class share structure is an important development direction of the capital market.With the rapid development of science and technology and the Internet,new economic companies with technological innovation as the core are increasingly emerging.In order to solve the conflict between listing financing and equity dilution,such companies tend to grant special voting rights to the founding shareholders and form a differentiated arrangement of voting rights to maintain the control rights of the founding shareholders.In order to meet the practical needs of the new financing mode of companies and improve the international competitiveness of domestic capital market,the global capital market has recognized the double-layer ownership structure by modifying the listing rules,so as to attract more new economic companies.In 2019,China Securities Regulatory Commission allowed Shanghai Stock Exchange to set up a science and innovation board,and officially recognized the two-tier equity structure.Based on the analysis of the governance dilemma faced by China’s dual-class share structure with special voting rights of the company,the deep reasons for the existence of the dilemma are explored.On this basis,combined with China’s existing institutional provisions,the dual-class share structure of corporate governance system optimization.By reasonably restricting the exercise of rights and limiting the applicable subjects of dual-class share structure and the exercise scope of special voting rights,the risk of abuse of special voting rights can be reduced from the source,thus reducing agency costs in the process of corporate governance.To clarify the fiduciary duty of the founding shareholders,we should not only define the specific content of the fiduciary duty,but also determine the responsibility of the founding shareholders,so as to alleviate the conflict of interest between shareholders.At the same time,further strengthen the internal and external supervision measures of the company,ensure the implementation of corporate governance supervision measures,ensure the supervision of the company’s business decisions with internal governance,and require the standardization of the company’s information disclosure with external governance,so as to realize the check and balance of rights in corporate governance and reduce the risk of abuse of special voting rights.In addition,the sunset clause is used to give a certain application period to the special voting right,terminate the exercise of the right in time,give full play to the company’s competitive advantage,and finally ensure the effective governance of the double-layer ownership structure company.