On The Legal Construction Of The System Of The Classified Shares In China

The system of classified shares has a long history in the development of international securities market. Based on the classified shares, the system exerts a special kind of protection of the benefit of classified shareholders, achieving the diversification of shareholding structure, separating the control rights and property rights and balancing their interests. At the same time, the system may resist a hostile takeover, meet different investors’preferences and ensure companies long-term and stable development.The system of classified shares has developed and standardized well overseas, but still a legislative blank in our country. For a long time, there is only an authorization clause. However, classified share is not strange to our country in the least. From the special voting right to the preference shareholders, class voting of A and H holders, to the establishment of class voting system of general public holders, the classified shares has been widely accepted and applied in our company practice. After experiencing the process of exploration and innovation, the system has set up in the form of government regulations and normative documents.Therefore, this article starts from the analysis on the prototype of the system of classified shares, studies on the origin and development process, analyzes the significance of foreign legislation and judicial practice, demonstrates that the system of classified shares is reasonable in current background of Chinese reform, and in the end discussed how to construct and improve the system of classified shares in China with the structural reforming of the corporation law and the shareholders heterogeneous.This thesis can be divided into3parts, the preface, the text and the conclusion. And the text consists of4chapters.Chapter1:General introduction of the system of classified shares. This chapter consists of3sections. Section1analyzes the concept of the classified shares, the classified shareholders and the classified shareholders’meeting, and then summarizes the connotation of the classified shares; Section2describes the origin and development of the system of the classified shares, and also explains the different development direction of Britain, the United States, Japan and other countries (regions) in the classified shares, and analyzes the system’s legal basic; Section3studies on the system value, proceeding from the the corporate governance structure and the market environment, analyzes the practical significance of the system responding to different preferences.Chapter2:Introduction of the development and innovation of the classified shares in our country. This chapter consists of3sections. Section1examines the history of the system in China, the historical background of the different periods and the application of the classified shares; Section2comprehensive surveys the significance and criticism of different periods from a genetic perspective, and elaborates the value of the system after the shares reform; Section3reveals the problem of the system in our practice.Chapter3:The practice and sum-up of the system of classified shares applying in major countries (regions).This chapter consists of2sections. Section1enumerates the relative legislations and companies*practices in major countries (regions). Based on the section1, section2makes its comparison and appraisement, and induces that the mature and normative system abroad provides a good legislative reference to our country.Chapter4:The legal countermeasures in improving the system of classified shares in China. This chapter consists of3sections. Section1introduces the shareholders heterogeneous theory, to innovate our basic of the system; Section2reflects on our corporate law with the structural reform of the Corporate Law, elaborates the reform in the company, the company’s capital system and shareholders’fund system, improves the system in our operating environment; Section3come up with how to device and consummate this system in our country referring to the overseas experience and combining with our own national situation.