The Research On Legal Regime Establishment Of Classes Shares In China

Classes shares is an important performance of efficiency value and maximum benefit of company from the point view of law and economics. In the basic theory of market transaction, as rational economic person, all participants of companies pursue the goal of maximizing self-interest inevitably. Simultaneously, companies also need to maximize utilization efficiency among limited resources. After destructing the company classes shares, setting rights and obligations as well as implied contracts among all rational participants, it can confirm better beneficial projects and efficiency arrangement through special setting of fundamental rights items and specific content, thus, it can protect the interests of classes shares holders, reduce the transaction cost and agency cost of company. Through comparative study of the classes shares system on occident law and civil law, and also review of our present situation and problems, this article sums up the construction of class share system and perfect theoretical thinking as well as the feasible specific system design in our country.This paper consists of introduction, body and conclusion, and essay is made up of four chapters.The first chapter is basic theory research toward classes shares system. Firstly, it summarizes the classes shares system. Classes shares, also called classified shares, it refers to the name, form, rights and interests of their different shares in the company. The essence is to categorize shares rights, at the same time can set shares right contents independently. The second part is the argument on the legitimate basis of classes shares. Finally, it demonstrates the necessity of the establishment of China’s classes shares on five aspects, which in terms of innovative investment tools, strengthens the financing, protects against hostile takeovers and state-owned enterprises reformation.The second chapter comes to the present situation, the main problems and reviews of classes shares system in our country. Firstly, it describes unclearly defined status through several common classes shares. Secondly, it sums up four defects,including the development path loss, a single species, rickety function and peremptory state control. Thirdly, the paper discusses the typical performance of classes shares system under the situation of law system supply of domestic company lagging behind modern demands.In order to maintain the innovations advantage and enduring of China’s company law, it is necessary to establish classes shares system which meets shares holders’expectations and reflects empowered rules of company law.Chapter3discusses the practice of foreign classes shares system and its reference value to China. First of all, under reviewing occident law and civil law, the paper indicates that the commonness of the two legal systems is greater than the differences on the classes shares system. Classes shares are flexible, comprehensive and what’s more important thing is that it emphasizes the protection of the classes shares holders’ interests. Then, it comes to reference summarizes from three perspectives of the company’s general characteristics, modern development trends of company law and China’s context.The fourth chapter is the construction and perfection of China’s classes shares system. First of all, this paper studies the fundamental rights of classes shares, setting rules of articles and the basic framework, and points out three core contents of the framework. At the same time, elaborating these three core rights and their specific components separately. Next, it mainly researches operation mechanism of classes shares. This is the necessary content for the complete system construction of corporation law, also the embodiment of operability enhancement. Finally, it refers to the compatible research between the classes shares system and current law in China. In this part, it elaborates the significant inspiration of market order and regulation laws which includes the application of modernizing company laws, benefit of the reformation of state-owned enterprises and the linkage role of market regulation laws etc.