Study On The U.S. Dual-class Share Structre

This paper takes the U.S.dual-class share structure as the main research object.The research is set against the backdrop of the "2019 Shanghai Stock Exchange Rules for the Listing of Shares on the Science-Tech Board" in China.The paper takes a normative and case study approach to strike a balance among shareholders.The core regulation of the differentiated voting rights arrangement in China is deconstructed,and possible problems are analyzed.Drawing on advanced experience in the U.S.capital market,the paper proposes improvement suggestions that fit China’s reality.Chapter 1 provides an overview of the U.S.dual-class share structure,covering the conceptual definition,theoretical foundation,and historical evolution of the U.S.dual-class share structure.The section on theoretical foundations presents the theories of entrepreneurial vision,freedom of contract,and shareholder heterogeneity.The section on historical evolution outlines changes in the attitudes and regulations ohe United States in a timeline.Chapter 2 focuses on the legislation and exchange listing rules of the U.S.dual-class share structure,comprehensively reviewing the U.S.differentiated voting rights arrangements at the level of corporate law,such as the U.S.Model Corporation Act and the Delaware Corporation Act,as well as at the level of exchange listing rules,such as the U.S.Stock Exchange,the New York Stock Exchange Listed Company Manual,and the NASDAQ Listing Regulation.Chapter 3 explores the "free market and corporate autonomy" regulatory model of Articles of Association of U.S.Listed Companies,introducing classic cases such as Jingdong,Facebook,Google,Yelp,and Baidu.Chapter 4 analyzes the supporting mechanisms for the U.S.dual-class share structure.The section on deterrent mechanisms for super voting rights shareholders includes the U.S.independent director system and the U.S.information disclosure system.The section on remedial mechanisms for weak voting rights shareholders focuses on the U.S.class action system and the U.S.professional arbitration system.Chapter 5 analyzes the implications of the U.S.dual-class share structure based on the current situation and shortcomings of the differentiated voting arrangements in China.In conclusion,this paper suggests several recommendations.Firstly,improve the legislation system of the differentiated voting arrangements.Secondly,introduce time-based sunset provisions into Articles of Association of Listed Companies.Thirdly,strengthen the duty of independent directors to protect weak voting rights shareholders.Fourthly,it is necessary to perfect the supporting system such as information disclosure and increase the cost of violating information disclosure.Lastly,establish a professional arbitration institution.