The Research On The Legal Problems Of Double Ownership Structure In China

China's traditional company law requires equity strictly adhere to the core principle of the same shares to ensure that business fair. In the market economy environment, with the rapid development of enterprises in China, one share one right gradually unable to meet the development of some enterprises for their capital and control requirements. For most companies, the issue of shares means that the dilution of control, which may viciously affect the company's management. And then the domestic companies to apply the system of partners,the reality of this system in effect to change the company's shareholding structure into a two-tier equity, making the two-tier ownership structure gradually attracted widespread attention in the country. Although the dual-class share structure conflicts with the traditional corporate law, it can not only ensure that the company's management has control over the company while attracting external capital to develop the company scale, but also meeting the majority of investors' demand that only obtain economic benefits and avoid decision-risk. This achieves a win-win situation with the company and investors. On the theoretical system, the emergence of the new system doesn't mean subversion and abandonment of the old system, but a breakthrough in the theoretical system which could promote its innovation and development. So that it won't lag behind the real needs. Our country doesn't recognize the legitimacy of application of dual-class share structure now. But whether it is theoretical innovation or the development of market economy, there is realistic and theoretical significance of the introduction of double ownership structure. This paper analyzes the reasonableness of the introduction of the system from the perspective of the objective needs of the emerging industry, the way of reform of state-owned enterprises, encouraging enterprises to go public in China and strengthening the external defense capability of enterprises.It is suggested that China should confirm the legislation to give the company the autonomy of applying the double-tier ownership structure. We introduce this system by the provisions of the scope of application of the subject,the establishment of time,holding the main voting mechanism, redemption/circulation and transformation mechanisms. It should be regulated through the restriction of private rights and public rights at the same time. With the private restriction, we can establish Inappropriate Benefit Recovery Clause, restrict or deprive shareholders of their voting rights through the provisions of the Articles of Incorporation,and establish fiduciary duty through the contract. With the public rights constraints, we can be adopted the prohibitions;standardize the source of employee's holdings of funds and detailed information disclosure system. In the meanwhile it should provide judicial remedies, including allowing shareholder class actions and introducing judicial oversight procedures.Through the design of the relevant system and the possible conflict regulation, I hope to design and perfect the double-tier equity system in China.