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On The Construction Of Dual Share Class System In China

Posted on:2019-01-20Degree:MasterType:Thesis
Country:ChinaCandidate:Z WangFull Text:PDF
GTID:2346330542454413Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
The ownership structure system is created with the establishment of the company system,and its purpose is to guarantee the rights and management ideas of every shareholder in the production and operation.Later,with the development of company system constantly,and are constantly improve the structure of equity,the company in constant grope for control with the balance between usufruct,after a long practice inspection,eventually formed a right system,gradually a right system is one of system of ownership structure is one of the most important,one of the most widely used.Although it is fair to adopt a one-share system,it also has its disadvantages,which is the decentralization of decision-making power and the low decision-making efficiency of the company.With the continuous development of market economy,the company of funds rely more and more high,the enterprise needs to finance development,on the other hand enterprise malicious mergers and acquisitions also emerge in endlessly,which makes the company's managers need a can attract investment and to make sure that the shareholding structure of corporate control,clearly a right system is can't do it.Dual share structure arises at the historic moment,at this time because it not only help the company achieved to some extent from the demand of the capital markets for investment,at the same time,the system can also ensure that the control of the company firmly in the hands of the founder,it can help the company more effective against external hostile takeover,be helpful for the long-term development of the company,so as to become the first precondition of many listed companies,especially the family business and government control of the company,because they all have a strong desire to control to the company.In fact,in essence,dual share structure and a right to a they are all a kind of company ownership structure,each have length,currently running a single a right system already cannot satisfy the needs of capital markets.Therefore,our legislators should pay attention to this issue,and we should give a clear legal status to the dual ownership structure,so that it can serve our country's enterprises openly and openly.Recognize and build double system of ownership structure in China,which can not only provide more equity structure of the choice of mode also provides more choices for the majority of ordinary investors,will greatly promote the development ofcapital market in China,for its dynamism.The first part of this paper is the introduction.In this part,the background and significance of the topic are explained in detail.Such as jingdong outstanding electric business enterprise give up went to the United States and Hong Kong area market in China capital market triggered to the attention of the dual ownership structure in our country,but the current domestic academia to relatively unfamiliar dual ownership structure research is still inadequate,not to build dual share structure system to provide a theoretical guidance,so the dual share structure theory has practical significance.Secondly,in this part,this article also elaborated the domestic and foreign experts and scholars on the theoretical research situation of this system,better the introduction and analysis of this system.Finally,the author introduces the research methods and innovation points of this paper,which will help readers better grasp the key points of this paper.The second part of this paper is an overview.In this chapter,the basic theories related to the dual ownership structure system are studied,which lays a theoretical foundation for the development of the latter.First,the concept of dual share structure and the characteristic has carried on the explanation,the dual ownership structure is set up the special ownership structure of A,B two shares,A shares in the two shares into common stock,B level for optimal shares,B shares the advantage of its often have more decision-making authority.The characteristics of dual ownership structure include: the super voting rights of B shares,the separation of right of control and the right of interest,and the absolute control of the shareholders of B shares.Secondly,this section mainly analyzes the evolution of the dual ownership structure system.In this part,this paper mainly discusses the origin and trend of its development.This section at the end of this paper to the actual capital market,meet the special demand of the government to prepare for market participants,and in the defense financing risk,etc,for our country to construct a new system development background of share are comprehensively described.The third part of this paper is to analyze the rationality of our country to recognize and construct the dual ownership structure system in legislation so as to provide theoretical support for the construction of this system in the future.This chapter mainly elaborates therationality of constructing this system from three aspects.First on the one hand is to analyze the existing limitations of a stock right system,as it is not conducive to maintain the stable development of the company,it is difficult to resist a hostile bid for and against corporate culture heritage,because of the defects of existing shares one right system,so it has not completely adapt to the development of Chinese capital market needs.Second aspect analyzes its advantage,in this part the author introduces in detail the advantages of dual share system,help the company stable,helps to develop people,is beneficial to resist the hostile takeover,promote diversified equity system in China and other advantages,it is with a right to a the disadvantages and disadvantages of contrast,is beneficial to people more intuitive understanding of the advantages,understand the necessity of the existence and development of this system.The third aspect is in our country are introduced,the feasibility of this system,this part of content mainly include domestic building in our country such as the new equity structure system in the law,the possibility of practice and theory.In this paper,the fourth part is the double system of ownership structure outside of study,in this section,first of all,this paper introduces the americas,Europe and other Asian countries dual share structure and the present situation of development,secondly,in this paper,through the study of current situation of the development of countries outside,find the dual share structure defects and the insufficiency,mainly including financing cost,which is unfavorable for the protection of small and medium shareholders' interests as well as the increased cost of supervision.Development in countries outside the system,the study finally concludes the significance to build our system of dual share structure,the performance on the legislative attitude on set,rule set and structure,to have great help to the legislation of our country's future.The fifth part is the focus of this article,the front several chapters are do foreshadowing for this chapter,this part is mainly on how to build a dual share structure system in our country has carried on the thorough analysis,and from the aspects of legislation,the system Some feasible Suggestions are put forward.First of all,should fully admit dual share structure from the legal system,thus the system further into legal norms in our country,including a clear legal status,establish basic principles,specific scope from several aspects,such as thecontent is the basic system,the main is the foundation of the perfect supporting system.Secondly,the paper suggested for dual share structure system matching perfect supporting system,for example,to protect the interests of small and medium-sized investors,perfect the supervision of the controlling shareholder,to perfect the information disclosure system,etc.,which will improve the system of dual share structure,better to limit its shortage,giving full play to the advantages of the system,protection to investors and enterprises.
Keywords/Search Tags:Equity structure, Dual ownership structure, One share-one vote
PDF Full Text Request
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