Improvement Of The Special Voting Rights System For Listed Companies In China

The special voting rights system is a differentiated arrangement of shareholders’ voting rights by a company,which enhances control over the company by granting special voting rights shareholders several times the voting rights of ordinary shareholders.The special voting rights system was first popular in the United States in the early 20 th century and gradually developed,and has been accepted by more and more countries and regions to this day.In order to promote the development of technological innovation enterprises and enhance the competitiveness of the capital market,in March 2019,China’s Shanghai Stock Exchange Science and Technology Innovation Board took the lead in introducing a special voting rights system,breaking through the traditional corporate governance system of "one share,one right".Subsequently,China’s Chi Next,New Third Board,and Beijing Stock Exchange introduced special voting rights systems in their listing rules,business handling guidelines,and other normative documents.The special voting rights system not only meets the financing needs of enterprises,but also ensures the control rights of founder shareholders,fully leveraging the value of founder human capital.However,due to the separation of voting rights and ownership under this equity model,it has also caused problems such as increased agency costs,poor information disclosure channels,and failure of internal and external supervision mechanisms.China is currently in the early stage of localizing the special voting rights system,and how to leverage the advantages of the special voting rights system while avoiding related risks has become a key research issue.The paper is divided into four parts:The first part is an overview of the special voting rights system.By sorting and analyzing the connotation,theoretical basis,value advantages,and potential risks of the special voting rights system,theoretical support is provided for research.The second part is the experience and reference of the special voting rights system from the perspective of comparative law.By reviewing the development history of the special voting rights system in the United States,Singapore,and Chinese Hong Kong,and analyzing its institutional design and regulatory models,we summarize valuable experiences that are worth learning from,in order to promote the mature and perfect localization rule system of China’s special voting rights system.The third part is the practical analysis of China’s special voting rights system.By analyzing and comparing the companies that adopt special voting rights rules on the Science and Technology Innovation Board of the Shanghai Stock Exchange in China,this paper analyzes their specific effects in practice,and further explores the potential risks and problems in the localization process of the special voting rights system in China.The fourth part is about the improvement measures of China’s special voting rights system.In response to the risks and problems faced by the introduction of the special voting rights system in China,corresponding solutions are provided from three aspects:clarify legal provisions,refine specific rules,and construct supporting systems...