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A Research Of The "Dual-class Share" Institution

Posted on:2016-09-01Degree:MasterType:Thesis
Country:ChinaCandidate:C WangFull Text:PDF
GTID:2296330464974826Subject:Civil and Commercial Law
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With the development of the company, shareholding structure was created in order to reflect the will and rights of the shareholders in the company’s management and business process. With the initial shareholding structure, the voting rights of shareholders are affected by the amount of stock and the number of voting rights is limited. With the popularity of Limited Liability Company, Egalitarian become one of the intrinsic value what the company to pursue. Each shareholder was given the same voting rights in order to pursue absolute equality. With the Shareholding structure improving, "One Share One Right" becomes one of the most important shareholding institutional what is based on the Control and Usufruct Balance Theory. Now shareholding structure of the company is by default follow the "One Share One Vote" system in Europe and the United States company law. But the shareholding structure is not a single system and "One Share One Vote" is not the only choice for shareholding structure. Companies can choose Shareholding structure by themselves, before the law defines Company Shareholding structure. The company’s system need change and improve According to the company’s development, the same to Shareholding structure. While most companies choose "One Share One Vote" as the basis of Shareholding structure, other companies, especially the family company and the government-controlled companies issue different types of share to control company. In this case "Dual-class share" rather than "One Share One Vote" is selected.In China, Shareholding structure complies with the principle of "One Share One Vote", at the same time there is no clear legal definition of "Dual-class share ". In Europe and America, The companies will be free to choose their own Shareholding structure, what they have to do is record in the company charter. They think company law should just draw up the bottom line of the shareholding institutional, and can not force the company to choose the Shareholding structure what law has to clearly defined. Companies should choose their Shareholding structure what Laws should not be mandatory for.Bai du, Jingdong Group and Alibaba Group are IPO Successfully in USA because they choose "Dual-class share" as a condition of listing. "Dual-class share" also is one of Company Shareholding institutional, like the "One Share One Vote", so they should have the same legal status. "Dual-class share" is closer to the nature of the company and promotes long-term development. Now no matter company theory or practice, the company management need improve the company shareholding institutional to break the restriction of "One Share One Vote". Increasing the "Dual-class share" in law can promote the development of the company and inject new vitality into China’s capital market.
Keywords/Search Tags:Dual-class share, One Share One Vote, institutional Construction
PDF Full Text Request
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