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The Legal Research On Dual-class Share Structure Of Companise

Posted on:2017-01-08Degree:MasterType:Thesis
Country:ChinaCandidate:Y Y LiuFull Text:PDF
GTID:2296330482487598Subject:Law
Abstract/Summary:PDF Full Text Request
In recent years an upsurge of Chinese technology companies, especially Internet companies,has listed their shares in the U.S. capital market such as New York Stock Exchange and NASDAQ, of which the prospectuses containing clauses authorizing the company to issue two or more classes of common stock representing different voting rights.This article attempts to research the questions about listed companies issuing shares with differential voting rights, and analyzes the dual-class share structure. It also explores how to balance the interests to maintain its good running in the US, and gains enlightenment to improve our corporate law, securities law and other relevant laws and regulations, to make recommendations on a clear developing direction of our share structure.This thesis consists of five parts, namely:The first part defines the dual-class share structure’s meaning, legal characteristics, conditions and implementation, legal value analysis, which makes a preliminary definition.The second part introduces legal practice and experience enlightenment of the dual-class share structure and explores the space of the existing legal system. It elaborates dual-class share structure’s conjunction with protective system. It reveals how the U.S. achieves a balance among the various interests in order to keep the stability of the dual-class share structure, and studies how the U.S. resolves the negative impacts. It uses the experience of dual-class share structure for reference and defines the future direction of Chinese capital markets.The third part explains the necessity and feasibility of China’s capital market which is suitable dual-class stock structure, by the means of analysing the of drawbacks of the "one vote per share" principle and the legislative space of of dual ownership structure.The fourth part analyses the legal obstacles and difficulties of company management generated by the introducing of the dual-class share structure, such as:the breaking of the principle of one share and one vote and the principle of same share and same right, less efficiency of shareholder right protection because of lack of class action, the immaturity of the independent director, weak board of supervisors, deficiency in the information disclosure system.The fifth part lists suggestions on constructing the legal system of dual ownership structure in China, putting forward the dual-class share structure system into the rule of law; designing and improving the listed company rules of the dual-class share structure; Establishing the supporting system for the protection of small and medium investors, which aims at to find the balance of reform and development and investor protection.
Keywords/Search Tags:dual-class share, one vote per share, separation of ownership and control, control power, preferred stocks, overseas listing
PDF Full Text Request
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