| With the deepening development of the socialist market economy and the current status of the Chinese economy becoming increasingly integrated into the world,coupled with the Chinese government's efforts to promote the “public entrepreneurship and innovation” policy,and increasingly respecting the wishes of investors,the number of companies is increasing day by day,and the company's management methods are increasing.Equity structure arrangements and corporate culture are also increasingly diversified.The "General Principles of Civil Law of the People's Republic of China",which came into effect on October 1,2017,is even more a manifestation of the implication of "human and material objects." Human capital has been paid more attention by more companies.Because Alibaba failed to successfully list in China,the enterprise partner system gradually entered the public view;because it was formally proposed at the Vanke spring regular meeting,the enterprise partner system has become a hot spot for business in 2014,follow their pace,and outstanding in various industries.Companies have followed suit and the enterprise partner system is sweeping across the entire Chinese business community,and the new listing rules of the Hong Kong market in 2018 further expanded the development path for the business partner system.Although respecting the wishes of investors and the autonomy of the company is the development trend of the company's legislation,“shares with the same rights” is an important principle of corporate law in China,and specific rules in many company laws are based on this principle and are specifically constructed.However,the unique ownership structure arrangement of the enterprise partner system has a great impact on the relevant provisions of the company law of our country.Therefore,we need to sort out and think about the concept of the enterprise partner system,how the system adapts to China's economic development at the current stage,how to leave it with the necessary institutional space in relevant laws,and so on,so that the enterprise partner system can be Give full play to its advantages,promote the development of China's economy,and assist the growth of the company's business.This article uses normative analysis method,comparative analysis method and case study method to start with the concept of enterprise partner system,analyze the theoretical basis behind it,and distinguish it from relevant systems,and analyze its value in legislation and practice.Through inspections of the enterprise partner systems of Alibaba and Vanke,we found problems in China's legislation and practices,and also referred to the “double equity”structure in the United States,the European Union,and Japan,and proposed some improvements.Suggest.In addition to the introduction and conclusion,the full text consists of four parts:The first part is the basic issue of the enterprise partner system.First of all,define the concept and analyze its relationship with similar systems such as "shares with the same rights" model,"double equity" model,gold stock system,etc.,to better grasp the concept of the enterprise partner system and clarify its Nature characteristics.Secondly,the author analyzes the theoretical basis behind the enterprise partner system,especially focusing on the two-way principal-agent theory.Finally,explaining the value of the enterprise partner system is conducive to the establishment of a stable corporate management system.It can,to a certain extent,avoid the authoritarian autocracy of the founders and better play the role of human capital,thus ensuring the stable and long-term development of the company..The second part analyzes the enterprise partner system model of Alibaba and Vanke,and discovers the legal problems existing in the current enterprise partner system in China.This article summarizes these existing problems as follows: The enterprise partner system It has not yet been recognized by the company law of our country;the provisions of the condition of the business partners are not clear enough;the provisions on directors' nomination right are prone to the phenomenon of nomination deadlock;excessive power will increase partners' risk control,and ordinary shareholders' rights are subject to greater limit.The third part is the current situation of the operation of our country's enterprise partner system and the existing legal issues.By summarizing the legislative experience of the “double equity” structure in the United States,the European Union,and Japan,we have obtained from China the need to promote the diversified development of equity structures,limit the rights of actual controllers,attach importance to the rights of ordinary shareholders,and continuouslyimprove corporate governance.The fourth part is the suggestion to perfect China's enterprise partner system.It is the core content of this article.The proposed recommendations are discussed in terms of formulating and improving relevant laws and regulations,restricting the market conditions and company types applicable to the enterprise partner system,limiting the rights of business partners,and protecting the rights and interests of ordinary shareholders,and propose more concrete suggestions.And opinions,such as the system space for business partners in the company law,the improvement of supporting laws related to the enterprise partner system,the development of local laws and regulations,the exploration of enterprise partner system legislation,the determination of the conditions of business partners,and the restriction of directors' nomination rights.Carry out and strictly observe the principle of good faith of business partners,strengthen the information disclosure mechanism,ensure the smooth flow of shareholders' representative litigation channels,and support shareholders in choosing non-litigation resolution mechanisms to safeguard their rights. |
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