The Application Of Dual-class Structure In China

The principle of one share one vote is an implicit rule of the company law of each country.The principle has a solid theoretical foundation in the theory of company law.Our company law strictly implements the principle of one share one vote.Joint stock limited companies can only implement the single ownership structure.However,with the development of economy,the company law of each country has provisions that deviated from the principle of one share one vote in different degree.The main Common law countries allow companies to create different voting shares,that is the dual-class structure.In the current wave of the new economy,the single ownership structure of joint stock limited company has been unable to meet the diverse needs of the market.The reality of shareholder heterogeneity is gradually being taken seriously.One of the most important theoretical premise of the principle of one share one vote,that is the assumption of homogeneity of shareholders has been questioned.Its solid theoretical foundation gradually loose.Under the urgent needs of companies and the insufficient supply of the system of one share one vote.Our country should consider breaking the principle of one share one vote and explore the reasonable path to implement the dual-class structure.Based on the actual situation of our country,this paper put forward some suggestions on the dual-class structure from three aspects: theoretical preparation,legislative design and system construction.In the first chapter,we introduce the legislative from of the exception rule of one share one vote and the solid theoretical foundation behind the principle.In recent years,a number of china concept stocks corporations have been listed in the United States,the market gave birth to the urgent needs of the dual-class structure.The enormous competitive pressure from the international securities market also gives a strong message to the application of the dual-class structure in China.In the second chapter,the paper discusses the theoretical preparation for the application of dual-class structure in China,including the implementation of the principle of shareholder equality and the development of fiduciary duty theory.These theories will help to reduce the negative impact of the dual-class structure.It can effectively prevent and control the abuse of control rights brought by the dual-class structure through the requirements of substantive justice in shareholder equality principle and the fiduciary duty of controlling shareholders to minority shareholders.In the third chapter,the author puts forward the idea of applying the dual-class structure in our country,and puts forward some suggestions from the aspects of the specific legislative design and the improvement of the supporting system.In legislation,we can learn from the useful experience of foreign legislation and refer to the relevant legislation of China's preferred stock.Improve the supporting system,especially corporate governance and investor protection system,including mandatory disclosure of information system,the type of shareholder voting system,the independent director system,shareholder litigation system.