Legal Analysis Of Locking Systems Of Corporate Control

The development of the legal system of corporate governance is a process of adjusting the concept and improving the optimization of internal power configuration. Dual class equity and the pyramid holding structure represent the locking system of corporate control which bases on a different concept of corporate governance. The premise of mainstream companies theory and legislative practice is that’because of the same fund, all the shareholders should have the same rights’. However, there are different demands of the shareholders, in a certain extent the shareholders ’homogeneity’ is not sufficient. The locking systems of corporate control which bases on the concept of ’heterogeneity’ is essentially the shareholders ’homogeneity’ reflection. In theory, there are still some controversial places. But, practices in corporate governance prove its reasonability. There are some different ways in our company law that has various legalities, including structured way, charter agreement. To coordinate the relationship between locking systems of corporate control and the present law system, we should find out contradictions from the company law. Only in this way, can we achieve reasonable adjustment on locking systems of corporate control. On the current company law system, the implementation of locking systems of corporate control depends on the transition of the concepts of corporation law and build relatively perfect investor protection and relatively reasonable correlation transaction specification system which bases on species stock.The analysis of locking systems of corporate control in this paper bases on existing laws, the practice of corporate governance and the theory of shareholders’ ’heterogeneity’, And furthermore, the paper means to build locking systems of corporate control with good faith in domestic capital market which aims to achieve the coordination of multiple stakeholders. There are four parts in this paper, the main idea of each parts described as follows:The first part of the thesis introduces the typical elements of company control locking system such as the dual class equity, shareholder voting agreement and pyramidal holding structure. And some important questions have been mentioned:whether there are common aspirations in different ways to achieve control over the locking systems of corporate control; whether company law can be made uniform regulation; how do locking systems of corporate control can be existed in our legal company system.The second part of the thesis point out that the ’homogeneity’ causes the insufficient of internal power configuration, such as major shareholders’will replace the company’s will and the fair in form will cover up the essence of justice. The corporate controlling system which bases on ’heterogeneity’ can reset the shareholders rights, the right to operate and supervisory powers.The third part of the thesis analyzes the positive effect and negative effect of locking systems of corporate control. Draw a conclusion that the locking systems of corporate control is reasonable from the practice of the capital market.The forth part of the thesis shows different ways of building locking systems of corporate control in our company law and gives some suggestions that coordinate the system with our present law.