The Way Of The Introduction Of Dual-class Share Structure In Listed Companies Of China

violating of the principle of same stock same right and one share one vote. The listing application negotiation between the Hong Kong Stock Exchange and Alibaba leads to the discussion of the introduction of dual-class share structure in listed companies of China. Many objectors think that this structure violate the fundamental principles of same stock same right and one share one vote. Supports hold the view that this structure can meet different invest requirements well, and it also can do good to the stabilization of managers of company. They say that there is no evidence of the damage of minor investor protection as a result of adopting this structure. Classified share is an opposite of common share, it's theoretical basis is that the child rights of stock right can be separated and then group again. The experiment of preferred share shows that classified share is being admitting and introducing into China.The dual-class share structure here refers to a listed company which issues one share one vote's common stocks and one share several votes' super stocks, and super stocks are usually issued to only the founders and managers of the company. Super stock of dual-class share structure is a recombination of rights of power and property of stock right, so super stock can be regarded as a kind of classified share. The USA is a typical country which allows the existence of dual-class share structure, and finally there is a unified standard after discussion of decades. The advantages of this structure include ensuring control power of the founders of company, stabilizing managers of company, maintaining the implement of business strategy, meeting different invest requirements. The disadvantages of this structure are inflating of control power, preventing the supervisory role of hostile takeover on managers of company, impacting conventional viewpoint, intensifying conflicts in management, damaging minor investor protection. China's Company Law stipulate the principles of same stock same right,this principle asks for the same rights for every unit of the same kind of stock of the same company. And for different kinds of stocks of the same company,it is absurd to ask for same rights for them. The dual-class share structure doesn't violate this principle due to super stock is a kind of classified stock. The form and pattern of introduction of dual-class share structure should be definitely written in China's Company Law, and only the joint stock companies in IPO stage should be allowed to adopt this structure. Inspection system of individual cases should be set up,and there should be some limits on the proportion and transaction of super stocks,the performance of super voting right in acquiring listed company and polling supervisors and independent directors.In order to protect the minor investors,these systems should be set up,including independent voting system of minor investors, representing voting power of minor investors,voting on network for minor investors of participating general meeting of stockholders.The introduction of opting out system in hearing security lawsuit will do favor to avoiding waste of money and time for victims who join the hear at some other time,and it will also relieve the burden of courts from repeated hear of the same case.