Study On Legal Problems Of Transplanting Dual Class Common Stock In China

Dual class common stock has been controversial in the United States since its birth date.Internet companies such as Alibaba,Jingdong had listed to retain control in the United States.Combined with the multiple investment needs of investors and the securities market in our country need to participate in international competition,the transplantation of dual class common stock system in our country is becoming more and more urgent.This paper studies on the subject of "research on the legal issues of dual class common stock system in China",which consists of nine chapters.The first chapter is introduction,the second chapter to the eighth chapter is the main body of the article,chapter 9 is conclusion.The first chapter is introduction.Firstly,the article introduces the research background and research significance.A large number of light-asset internet companies with good growth focused on the listing in the United States,so that the problem of the vacancy and construction of China's dual class common stock is quite concerned about.Therefore,it is necessary to construct a dual class common stock system embodying the characteristics of our country with the legislation outside the territory,practical experience and the actual situation in our country.Next,we systematically summarize the domestic and foreign literatures related to the thesis topics,and on the basis of this,determine the research ideas,research scope and research methods of this dissertation.The second chapter is the combination of the dual class common stock system and the practical needs of our company.First of all,it defines the connotation and extension of the dual class common stock and expounds the characteristics of the dual class common stock and the existence of the legitimacy foundation.Next,combined with the financing needs of China's emerging technology companies to retain control,investors' s diversified investment preferences,the competition need of the stock market and the stock exchange to explain the need for transplanting dual class common stock system.It also points out that there are inadequacies in the control right strengthening system such as the voting trust,the proxy collection and the management equity incentive plan,which can not completely replace the dual class common stock system.The third chapter is the extraterritorial investigation of the double ownership structure system.Firstly,this part introduces the distribution of the dual class common stock system in the world,and selected the United States,Canada and Japan as the focus of investigation.This essay expounds the advantages and disadvantages of the dual class common stock system from the aspects of its historical change,legal origin,listing rules,supervision system and minority shareholder protection.Which can provide useful reference for the system transplantation in our country.The fourth chapter is the institutional advantages and inherent flaws of the dual class common stock system.Firstly,the paper expounds the institutional advantages of the dual class common stock system,including enhancing the efficiency of the company,keeping a balance between financing and control rights,effectively resisting hostile takeover,promoting the long-term development of the company,and promoting the innovation of enterprises.Then it explains the inherent defects of the dual class common stock system: increasing agency cost,unfavorable supervision and protection and relief of minority shareholder's rights.Finally,compared with the different viewpoints on efficiency and supervision,agency cost and investor protection,the paper concludes that the system should restrain its disadvantage and exert its advantages.The fifth chapter Includes two questions,one is the legal risk of transplanting dual class common stock system in our country,another is the necessary of application of the fair principle.Firstly,the paper expounds the risk factors of transplanting dual class common stock system in our country,including the weak supervision ability of the securities market,the poor investor base,the lack of the American securities class lawsuit and the strict and fair information disclosure system,and contrary to our country's principle of "one share one right".Then,according to the above-mentioned risk factors,the principle of fairness and justice is introduced into company law in the construction of China's dual class common stock system,explaining the necessity of applying the principle of fairness to the dual class common stock system,and Lastly,it points out the implementation of fairness principle in double ownership structure system.In order to play the advantages of the dual class common stock system,which including improvement of the decision-making efficiency and focus on the long-term development.Chapter 6,chapter 7 and chapter 8 put forward three aspects of constructing the system of dual class common stock in China.One is to strengthen the legal regulation of the company's founders or control shareholders.The second is to increase the tilt protection of small and medium-sized investors.The third is the application of the dual class common stock system in the establishment and the applicable industry,and the construction of relevant supporting system.The sixth chapter is “the construction of China's dual class common stock system should strengthen the legal regulation of the company founder”.It is proposed to limit the voting power ratio of super voting shares to common stock,and to compress the rights of super voting shares,that is to limit the rights of super voting shares in the aspects of guarantee,investment,related transaction,reorganization of company merger and control of company's supervision and balance.Restrictions on the transfer,pledge and succession of the company's founders or controlling shareholders ' holdings.To increase the fiduciary duty of the company's founders or controlling shareholders to small and medium shareholders.The seventh chapter is the construction of China's dual class common stock system to protect the interests of small and medium investors.First of all,it is proved that under the dual class common stock system,there is a proper basis for the protection of minority shareholders.Furthermore,it is suggested that the foreign advanced legislation experience should be used to protect the rights of voting,the right to know,the dividend,the withdrawal,the judicial relief and the acquisition of control rights.However,it is necessary to avoid excessive tilt to protect the interests of minority shareholders and hurt the interests of the company and control shareholders.The eighth chapter is the restriction of dual class common stock system's application and the construction of supporting system.Firstly,the establishment and exit mechanism of dual class common stock should be constructed simultaneously.Its creation is limited to IPO only.The exit mode covers the unification and acquisition of stocks,stock inheritance,control shareholders' retirement or death,sunset clauses and breaking rules,which are regulated by the company law and the company's articles of association.The next step is to limit the application of dual class common stock to the emerging technology innovation companies and the media industry.Finally,we can improve our securities supervision system based on the experience of foreign experience,so as to minimize the legal transplant risk of dual class share structure system.The nineth chapter is the conclusion part.Through the above analysis and discussion,Get the opinion on the thesis and view.It points out that when constructing the dual class common stock system in our country,we should not only use the advanced system and practical experience outside the domain,but also consider the maturity of securities market,the base of investor group and the characteristics of corporate governance in our country.The system of dual class common stock,which embodies both the efficiency and the long-term interests of dual class common stock,and the maximum restraint of its control right,is formulated.