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Research On The Protecting Mechanism Of Shareholders' Rights In Listed Companies Under Dual-class Share Structure

Posted on:2018-05-05Degree:MasterType:Thesis
Country:ChinaCandidate:T F CaiFull Text:PDF
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In order to solve the contradictions between the domestic enterprises founder of the company's strong desire of controlling and the growing financing needs,domestic enterprises such as Baidu,Jingdong,Alibaba and other well-known enterprises have chosen to finish the IPO in the US stock exchange,which reflects that the same share same vote cannot meet the financing needs of some enterprises in China.However,under the background of the dual-class share structure,it exist the lopsided problem between the plural voting shares and the general shareholders' voting rights,which may lead to the damage of the shareholders' equity.Moreover,the construction of the supporting system remains to be improved in our country,making the introduction of the dual-class share structure difficult.In order to explore the imbalance of shareholders' interests existing in the dual-class share structure,the present paper analyzes how to set the maximum upper limit of the voting rights,which are attached to the plural voting shares by restricting the distribution and circulation channels of the multiple voting shares.Balancing the profits of different types of shareholders,combining with China's existing legal norms and securities market practice,and ultimately we can put forward suggestions on how to protect shareholders'rights while introducing dual-class share structure to China.The paper is divided into four parts,the specific content statement is as follows:The first part states the meaning,characteristics and common manifestations of the dual-class share structure,which is the essence of the right to vote in the hands of specific shareholders through issuing the multiple voting rights to achieve the objective of controlling the enterprise.The second part analyzes the advantages and disadvantages of the introduction of the dual-class share structure in China.The dual-class share structure can solve the problem of"heterogeneity" between shareholders and the dislocation of supply between one share one vote structures.2.The introduction of dual-class share structure can be better satisfied the financing needs of our companies;3.Dual-class share structure safeguards the spirit of innovation escort for entrepreneurs,which leads to long-term development.The negative impact of the introduction of the dual-class share structure in China may mainly derive from the imbalance of shareholders' profits in the structure itself,which mainly manifests as follows:1.Destruction to the voting power of the holders of the general voting rights;2.decreasing the controlling shareholder's voting intention;3.elevating the risk of shareholder investment.In the third part,by observing the extraterritorial practice of dual-class share structure,the author demonstrates that countries like the United States,France,Japan and Canada can protect the rights of shareholders from the disadvantages of dual-class share structure,and through legislation,securities regulators and listed companies' circulation and the restrictive provisions of voting multiple,hoping to provide reference for China's system construction.The fourth part is based on the restrictive authorization for the purpose of protecting shareholders' rights and interests.The author raises some suggestions on how to establish the dual-class share structure from the two aspects of system design and improve supporting system construction.
Keywords/Search Tags:dual class share, one share one vote, multiple voting stock, voting power
PDF Full Text Request
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