The Study On Dual-class Share Structure In Joint-stock Company

Equity financing and corporate control has been a focus in the study of company law. In general, each financing means that the founders and management have diluted once, when meet the demand of enterprise rapid development of capital, further increase in the risk of losing control. Right to vote for a used to be traditional corporation law has been to follow the guidelines, the ability of the core argument is to assume that everyone is the same, under the background of the capital majority, each investor can exercise their voting rights, the minority is subordinate to the majority, although does not produce the best results, but also will not lead to the worst result. But compared to other investors, the founders and management of the company more understanding and understand the company's operations, understand the day-to-day operations of the company, as well as the future development direction, pay more attention to help the company long-term development projects. Therefore, in the 1920 s, some U.S. companies trying to breakthrough the limitation of right to vote for a principle, a large amount of sale limited voting shares, founders and management in the hands of each stock has a right to vote, and a large number of shares of ordinary investors, no voting rights. This is early double equity structure. In this way not only solved the company money demand, and firmly in control in the hands of the company. Development to today, double ownership structure has A variety of forms, A large number of issuing nonvoting stock phenomenon is gone, mainly for shares issued at the founders and management will be divided into AB shares, A shares are common shares held by investors, each stock has A right to vote, B shares are held by the founders and management, voting weight times the A shares.Double equity structure of the securities market in many countries today are recognized, especially favored by Internet companies. In the recent wave of United States, there is only one Chinese enterprises adopt double equity enough on the market in the United States. Compared to a single ownership structure, double shareholding structure has the following advantages: one, effectively solve the equity financing, and in the struggle for control of the company, the company can be a lot of offering low voting stock financing, as long as the founders and management part of the shares, will not affect corporate control. Second, can give full play to the human resource advantage. Founders and management can be expected for a long time to stay for the company by himself, not because of changes in equity, and was driven out of the company, therefore, can put all his energy into the company. Three, is advantageous to the company long-term development. In mergers and acquisitions, as new shareholders in the management idea of conflict, based on the principle of capital majority, founders and management are often forced to change the direction of management policy and management, pay attention to short-term interests of the investors and ignored the long-term development of the enterprise, double ownership structure the risk will be reduced to a minimum.But, after all, double-layer structure breaks through the traditional principle of right to vote for a, also can bring some harm. One is missed business opportunities. M&a has always been one of the important means of enterprise rapid development, double ownership structure, the founders and management in the hands of the right to vote is too big, outside investors can expect even if the acquisition of the company, may not be able to dominate the company's daily affairs, this virtually reduced the purchase desire of investors, also missed the rapid development of business opportunities. 2 it is detrimental to the interests of small and medium-sized investors protection. Double under the equity structure, even in the decline of the company's performance, small and medium-sized investors cannot exercise their voting rights management changes, in order to help improve the value of the company.Companies such as alibaba, baidu, jingdong, renren batch outstanding enterprises going public with double equity structure, caused a heated discussion, domestic shows double ownership structure to meet the demand of investment and financing, we must attach importance to it. This paper first introduces the reality of our country and the legislative status, although can be seen from the legislative situation of our country executes the right to vote for a principle, but in reality, has become loose, double ownership structure as a special GuanLiGu quietly accepted by the government. Secondly, put forward by alibaba listing "lake partners" as an opportunity to analyze the characteristics of alibaba partnership, "lake partners" system are obtained with double ownership has the same essence, namely the founders and management by holding high the voting stock, control of the company issue low voting shares in the secondary market for financing, to meet the demand of money. Again, double equity structure on the basis of a comprehensive introduction, including the double deck equity structure in the United States and the development of shareholding structure of controversy. Finally, introduce emphatically, introduce the cause of the double-layer structure in our country, and supporting facilities, and hope that in the economic model change inevitable legal innovation background, our country can appropriate correction right to vote for a principle, the development of the company to apply to.