Research On Double-Level Ownership Structure System

Dual share class is popular as an equity allocation system in Europe and the United States and other developed capital markets.Through a two-tiered equity structure,companies can classify their shares into two different types of voting power,which ensures the founders control larger firms with a smaller shareholding.Today,Internet economy is booming in China,because of the particularity of financing and development of Internet emerging enterprises,the problem of the controlling power of the founder is paid more and more attention by the academic circles,and dual share class is a powerful tool to the founders of the emerging enterprises internationally.Therefore,whether or not to introduce the double ownership structure has become an important legal issue in our country's corporate law.The essence of the dual share class is to give absolute control to the real controller of the company through less capitals by restricting the voting power of some shareholders.The general view is that the dual share class is contradictory to the basic rule of one-share-one-vote corporate governance,it may bring numbers of legal risks to corporate governance,such as the controlling shareholder's illegal seize of minority shareholders.This is one of the main reasons why China has not introduced the dual share class system.However,in fact,after decades of practice in Europe and America,as a special architecture design,dual share class has its special positive significance.Especially in the current development of new concept of Internet industrialization.Due to its special financing characteristics,it is difficult to continue controlling the larger company by leading to the founder of the company.This kind of financing makes the company founder especially dare not finance to expand the production either,in addition,after the financing the company have changes the controller,corrected the wrong strategy,causing the company's decline.In fact,the stronger role of the dual share class is more effective in the resistance to hostile takeovers.From Vanke M&A case to CSG,malicious mergers and acquisitions has become a great trouble of high-quality companies.Malicious mergers and acquisitions take a forceful interruption to the management and strategy of the company for short-term interests,causing a significant negative impact to the company's shareholders and social public.There is no special valuable stipulation to the hostile takeover in China,the introduction of the dual share class has the vital significance to our country's anti-malicious merger and acquisition law.To introduce a law,we must prepare a series of supporting measures,so that we can provide a good environment to the implementation of the law.The reason why the dual share class has not been recognized in China's corporate law is that there are some incompatible aspects between China's capital market and legal environment.Especially the shareholders of Listed Companies in China are lack of knowledge and ability to invest,compared with Western countries.The application of dual share class cannot protect their interests and rights to a certain extent.Therefore,the dual share class should be introduced.On the one hand,the law of information disclosure system should be strength,all the shareholders of the company should be to improve sense of information disclosure,in order to protect the interests of minority shareholders,it is necessary to restrict the company's high voting power of the controlling shareholder,preventing them from its strong position to bring information superiority than the minority shareholders.On the other hand,it is essential to provide special protection for the minority shareholders under the dual share class to prevent them from being violated by the majority shareholder because of their weak position.As a well-debated issue,the construction of double-shareholding structure in China is a magnificent project that requires the joint efforts of legal colleagues.