Research Of Classified Shares

Equity is obtained by shareholders through funding investment.Shareholders get their voting rights and property rights through itself.Equity is a series of the sub-rights of equity.China's Company Law cuts the equity of voting rights and property rights into the standard shares through one-share one-vote and same-share same-vote principle,which made the sub-rights of the equity can not be separated by the shareholders' requirement.Classified Shares breaks through the pattern of common shares,separating and combining voting rights and property rights of shares by the shareholders' requirement and without totally the same.On the basis of common shares it expands or restricts one or more of voting rights and property rights.Classified Shares is conducive to corporate finance,to meet the diversified investment needs of investors,to stabilize of the company management and many other practical value.China has long been a single common share system can not meet the needs of the development of capital markets.In 2005,with BIDU corporation being the first Chinese company to use dual ownership structure listed in the United States,many domestic innovation companies follow to go abroad.Economic demands will certainly promote systematic changes and updates in superstructure.China's State Council on November 30,2013 promulgated the State Council on the pilot to carry out preferential guidance and The SFC issued the Preferential Unit Pilot Management Measures in 2014,which has made a vital step in the system of classified shares.However,China's Company Law has not yet clearly defined the type of shares.And China's Company Law is still no substantive breakthrough of the common share pattern through one-share one-vote and same-share same-vote principle.The author through the company contract theory--The essence of the company is a series of contracts,The parties involved is in the protection of The Contract Law,due to the long-term and incomplete nature of the contract,The Company Law came into being,to protect the parties involved the company through rules of The Company Law.The paper discusses the limitations of one-share one-vote and same-share same-vote principle--Restricting shareholders' real equality,Obstructing the company autonomy and Restricting the rights of equity.Combined with the legislation and cases of foreign countries and regions,to point out that the current lack of legislation in China,to provide specific suggestions for the construction of classfied shares system in China.The paper is divided into three parts:introduction,text and conclusion.Introduction attempts to use a case to make us think about the related question of common shares system.The text is divided into three chapter.The first chapter is an overview of classified shares-the concept,different types of classified shares(shares of the special arrangements for voting rights,shares of special arrangements for rights to income and others)and functions of classified shares(meeting the needs of corporate finance,satisfying the diverse needs of investors,stabilizing company control and promoting the evolution of corporate law)being described in detail.Especially focusing on the function to pave the way for the back of the paragraph.The second chapter mainly analyses the different rights of the same share in classified shares.This paper points out the drawbacks of one-share one-vote and same-share same-vote principle--Restricting shareholders' real equality,obstructing the company autonomy and Restricting the rights of equity.Then the paper combined with foreign law countries additional legal rules to figure out our legal problem.The third chapter introduces the Chinese choice of classified shares.The paper puts forward the concrete proposal of the construction of China's class system combined with foreign countries.