Research On The System Of Classified Shares In China

The system of classified shares refers to the system that com pany sets up dif ferent classes of s hares with dif ferentiated shareholders' rights and obligations,thus form ing a diversified share structure.In the capitalist countries,it al ready has one hundred years of history.Along with the change of social,the purpose of classified shares is gradually expanded from increasing financing and protecting the f ounder's control to balance the interests of shareholders,resist the hostile acq uisition and meet the needs of di versified investment expansion,meanwhile many countries brought into com mercial legislation.However,the classified shares is still in the initial stage of exploration and mainly concentrated in preferred shares in our country.In addition to the process of Alibaba's initial public offerings, deepening the reform of state-owned enterprises and other events,the system has become necessary to be built.Through historical research, empirical research and comparative study, the pape r explores the classification and legal basis of classified shares, clarifies the development status and legislative value, then provides systematic legislation suggestions for building the system of classified shares.The title of this paper is “Research on the s ystem of classified sh ares in China”.It includes preface and main text body, the body is divided into five parts.The preface describes the necessity of classified shares,th rough introducing Alibaba's Lakeside Partners as a starting point.The first part of body explains the basic theory of classifi ed shares. Firstly the paper expands its explanation, chooses to distinguish classified shares according to different rights. Nextly analyzes the ex isting types of classifi ed shares, devides it into property shares, participation shares and disposition shares,which based on the shareholders' basic rights.Then describes common categories for each type. Finally introduces legal basis of classified shares, it deepens the principle of equity equality from form to essence, innovates the capital majority rule, and embodies the thought of corporations autonomy, thus in order to explain the legitimacy of classified shares.The second part of body analyzes the legislative value of the system of classified shares. Firstly inspects the developm ent and present status in our country. At the legislative level, preference shares is boom ing, the relevant guid elines provide ideas for the construction of classified shares, and th e division of foreign shares and tradable shares arises its legislation concept; At a practical level, issue of preference shares has mushroomed, golden shares in the reform of state-owned enterprises have been tried and most mainland corporations listed in US with different voting rights structure, both em bodies the demand for classified shares. Nextly, explains the legislation value, including meeting the demand of diversified investment, helping the com pany financing, maintaining co mpany control, protec ting the in terests of minority shareholders and helping deepen the reform of state-owned enterprises.The third part of body discusses the choice of legislature system. Firstly compa res legal system mode with authorized system mode, referring to foreign laws. Then combining the current situation in our country, suggests to adopt the legal system mode, and provides general legislative arrangement in the aspect of laws and administrative regulations.The forth part of body provides system atic legislation suggesti ons for building the system of classified shares.Focus on protecting classified shareholders' rights, this part tries to build an all-round regulati on system, throungh setting rules bef orehand, classified shareholders' meeting system in process, reli ef system afterwards and supporting system. At the setting rules level,it should formulate definite types, limit scope of rights, and experience typical types, then set up the clear m anagement copus and proportional lim it. At the shareholders' meeting system level, it should improve the meeting and voting mechanism and introduce voting rights recovery mechanism. At the relief system level, it should protect the rights of action and appraisal rights to exercise.At the suppor ting system level,it should improve the information disclosure, public rules, transaction procedure and exit mechanism.The conclusion summarizes the above, and describes its development prospect.