Ordinary Shareholders’ Rights And Interests Protection Research Under The Partnership

With the rapid development of technology, the internet economy has played a more significant role in Today’s world economy. It’s a controversial topic at home and aboard whether the traditional enterprise management model that we have adhered to so far applies to the emerging internet economy. But the innovation is imperative especially for listed internet companies. Therefore, the dual-class equity is bora, and is accepted by Google, Jingdong and Baidu. Meanwhile, Alibaba Group concerned widespreadly creates a new model, called Alibaba Partnership. It was put into trial implementation in 2009 and was formalized as Lakeside Partners in 2010. It currently has 34 members. In 2013, preparing to go public in Stock Exchange of Hong Kong, Alibaba put it forward to them but it failed to pass. Then Alibaba turned to New York Exchange Stock, succeeding in the world’s biggest IPO financing and leaping to the world’s biggest e-commerce group and the internet company of world’s second biggest market capitalization.From the perspective of law, the Partnership innovated by Alibaba Group is a breakthrough in the field of corporation law. Different from the dual-class equity which aims at retaining senior executives’control to the company, The Partnership is more complicated and more effective, and it radically avoids the risk of hostile takeover so as to guarantee the absolute control of Senior management to their company. This kind of Partnershiip which breaks all the rules of is another innovation of enterprise operation and management model under the theory’s guidance of the "freedom of contract", or ma to steal corporate control, play the "tricks", there is a big controversy in the theoretical circle.From four parts,this article respectively illustrates the general theory of the company "Partnership", value analysis, the influence of this kind of system to the ordinary shareholders and puts forward some suggestions to protect the lawful rights and interests of ordinary shareholders. The first part, first of all, to explore the historical background when Alibaba group created the "Partnership", "Partnership" is not created without any reasons, it is a suitable system slowly explored though a contest between Alibaba’s management and its largest shareholder in many years, and proved by the practice. After careful analysis of the content of the "Partnership",we found that "Partnership" is essentially is a kind of agreement prescribed by the articles of association to give special populations particular power to maintain and perpetuate the company control, so it remains essentially a kind of special dual share mechanism. And then,this article sums up the main characteristics of the "partnership", and analysis the theoretical basisof the "partnership", including the familiar "freedom of contract" theory, theory of "fiduciary duty" and "efficiency is justice" theory. In the second part of the article,we analysis the theoretical value and practical value, Theoretically,the "partnership" has caused strong impact to the concept of the popular shareholder meeting center doctrine, many scholars have presented a theoretical appeal to reform our country "company law" the relevant system, learn from the mature market economic system, reform the concept of corporate governance and capital market access mechanism, practically, because of the company, "partnership"’s unique advantages,it created a new model of corporate governance for many public companies.The third part of this article analysis that how the "partnership" threats the rights and interests of ordinary shareholders, on the one hand,under the company "partnership", the "Partners" enjoy absolute control to the company, and that leads to the shareholders’committee’s difficulty to effectively restrict to the decision of the board of directors, the information between "Partners" and the other shareholders are seriously unequal, absolute power leads to moral hazard; On the other hand, the ordinary shareholders have been mercilessly deprived of their basic human rights, but the lack of relief way.The fourth part is the key of the article, reference to domestic related research results and the west mature dual share mechanism of supervision system, this article puts forward three ideas about how to protect the legitimate rights and interests of minority shareholders under the "Partnership", first of all, protect it from the aspect of legislation, improve the information disclosure mechanism and legal liability mechanism; Second, strictly limited scope of application of "partnership" and its border of the control; Finally, ensure the shareholder representative litigation channels unblocked.