The "choice" Model Introduces The Research On The Dual-level Shareholding System

The Dual-Class Share is a share that is attached to the shares and whose shareholder specific rights are separated and must be recorded in the company's articles of association.The capital market has a strong demand for Dual-Class Share,but the system is difficult to meet.Therefore,many science and technology and innovation industries have to go public overseas,resulting in the outflow of national enterprises.At the same time,science and technology enterprises need to be disclosed because they are regulated by foreign markets.Business information,resulting in the outflow of business information.Most countries that accept Dual-Class Share in the legislation represented by the United States open the door to the system because of strong market demand;countries that reject Dual-Class Share represented by Germany are worried about the multiple voting rights shareholders eroding minority shareholders' rights and refuse to open.Dual-Class Share.In fact,based on the principle of interest,changes in the interests of all categories of shareholders must be approved by the shareholders of this category,which is of great significance to the protection of minority shareholders' rights and interests.Since 1992,China has seen the concept of “category” stocks in normative documents,and the current provisions of the company law also provide a realistic soil for special stocks.The 2014“Preference Share Management Measures” first confirmed the concept of preferred stock.Many companies adopt the preferred stock system,and their system construction has been relatively complete,and the system value has also been recognized.The preferred stock and the Dual-Class Share belong to the subordinate concept of the class stock.The preferred stock is a class stock with a balance mechanism between the decision-making power and the economic interest.The system and application are affirmed,but the Dual-Class Share has no balance mechanism,and its system supply Still in a vacuum.The theory of the same shareholding is based on the traditional concept,but now the innovation of the capital market is gradually breaking the coupling of the specific rights of the traditional shareholders,and the basic principles of the same share have been impacted and tested by financial innovation.Under the premise of homogenizing shareholders,the same shares share the right to allocate equity in equal proportions,reduce agency costs and improve agency efficiency.But homogenization assumes that the current financial derivatives are prevalent.Shareholders prefer to sell their financial derivatives,preferring stock prices to fall.The differences in the ability ofshareholders to negotiate,information acquisition,and preference constitute the status of heterogeneity of shareholders.Heterogeneous shareholders are different from the theory of the same shareholder theory Homogenization assumes that Shuangyi's equity fits the needs of heterogeneous shareholders,and also enriches the connotation of the principle of equality,improves the efficiency of the company's decision-making,reduces agency costs through market games,and helps rigid corporate law mitigate the ever-changing capital markets..The two-tier equity legislation model should adopt selective legislation.The fill-in-the-blank legislation should attract the company's autonomy under the company contract theory,and hand over the articles of association and the contract to the court to identify mandatory norms and arbitrary norms,and then lead to public power intervention.Take the old road to discuss the identification and gaps of forcing norms and arbitrariness.In fact,the fill-in-the-blank legislative model is to transfer legislative pressures to judicial pressure.The selective legislation compensates for the shortcomings of the fill-in-the-blank legislation,and alleviates the rigid share of the capital market demand.By considering a variety of special stock options for heterogeneous shareholders to choose,and publicizing in the charter,it is an equal,low-cost,high-efficiency institutional supply that allows the company's autonomy to be targeted and avoids post-judicial intervention.In short,the market has a strong demand for Dual-Class Share.The theoretical level of institutional adherence has been strongly impacted by the innovation of the capital market.China has already had the basic concept of Dual-Class Share,and combined with the analysis of foreign regulations on Dual-Class Share,weighed the right for China.The two-tier equity system,therefore,I call for the introduction of a two-tier equity through legislation to build a selection model.