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Analysis Of The Dual-class Share Structure Of Voting Share

Posted on:2018-06-05Degree:MasterType:Thesis
Country:ChinaCandidate:Y X LuFull Text:PDF
GTID:2416330536975030Subject:Civil and commercial law
Abstract/Summary:PDF Full Text Request
With the development of Internet innovation enterprises,it faces a dilemma,that is financing demand and control sidelined.On the one hand,it needs a lot of capital injection in the early development of innovative enterprises,which needs to obtain financial support through financing.on the other hand,financing leds to dilution of equity,which make the founder loss the control of the company.In this background,the double-class structure is once again in favor of the investors,and has become one of the methods to solve this problem,it can meet both the demand of enterprises to the market and the control of the company founder.However,China's mainland and Hongkong stock exchange have not adopted,because it violates the principle of one share one vote.With the development of capital market,the new demand of the practice,the Singapore Stock Exchange and Hongkong stock exchange were changed to double-class structure attitude,our country need introduce the double-class structure,and more and more academic and theoretical attention and discussion.In addition,the application of preferred stock,the continuous development of the theory of the company also provides support for the introduction of double-class structure.The author believes that the emergence of any system is particularly necessary,any system is accepted by many countries must be particularly reasonable.This is not a simple discussion of double-class structure abolition,but through the history of double-class structure and based on the comparative study,explores the existence of the theoretical basis of double-layer structure,show our country introduces the rationality and necessity of double-class structure.At the same time,drawing on the application of preferred stock,the paper puts forward the concept of the supporting system for the introduction of the equity structure in order to meet the needs of the development of innovative enterprises.There are four parts:The first chapter,the general situation and comparative study of dual ownership structure.First,The definition of dual ownership structure,including the meaning of the DLS,Then,Showing the characteristics of dual ownership structure.At last,compares the doubles-class structure.In most countries,voting stock system has been confirmed by legislation.First,analyzes the legislation of common law and civil law countries,the categories of Voting Rights Shares and double-class structure are summarize.Then comparing the advantages and disadvantages of the double-class system of-class structure,and finally institutional guarantee and supporting for the research background.The second chapter analyzes the theoretical basis of the dual-class structure.This part is the focus of this paper,the previous articles in the discussion of the dual-class structure of the existence or waste,this paper starts from the theoretical basis of the dual-class structure,and demonstrates the rationality and necessity of its existence.First of all,shareholders of the establishment and development of the theory of heterogeneous rationality,fundamentally shaken.shareholders are seen as the same information from the same stock with the history of homogeneous into the different needs of different shareholders should be met shareholders equal angle.Secondly,the further development of the theory of contract tree,the increasing demand for corporate autonomy,the classification of the right to vote on the stock right between the company and the investor is the embodiment of the autonomy of the will.Furthermore,the substantive equality due to the need to show the form of equality.The equality of the right of one share is no longer suitable for the current capital market demand,to meet the different needs of the shareholders to further expand the substantive equality,and with the development of the market by more and more countries and legislative acceptance.The third chapter analyzes the necessity and possibility of introducing dual ownership structure in china.First of all,by comparing the advantages and disadvantages of the dual ownership structure,combined with China's practical needs,we can draw the necessity of introducing the system.Secondly,through the analysis of China's current law,to explore the feasibility of the introduction of the system,and clear the docking with the existing law.Finally,the change of the capital system of the company law of our country,from the registration system to the payment system,the trend of China's IPO from the approval system to the filing system.In the fourth chapter,the author puts forward some suggestions on how to apply the dual ownership structure in china.The first section presents the scope of application of two-tier ownership structure first,innovative enterprises for the type of industry limited to cultural industry and light assets;secondly,the distribution stage applicable only for the initial public offering of IPO,issued by the listed company does not apply to the system;issuing conditions and specific restrictions on A and B content of voting the refinement from the founder of qualification and equity,in order to reduce medium-sized shareholders.In the former standard do system construction.In the second section,the supporting system of the dual ownership structure,including the mandatory information disclosure system,the regulatory system,the relief system.It is necessary to strengthen the protection of the interests of the public investment,pay attention to the regulation in advance and the relief afterwards.Mandatory disclosure of information and continuous disclosure of information to protect the openness of the listed company's dual ownership structure,in order to ensure the right to know.Regulators to strengthen supervision in order to protect public investors.Finally,the system of collective action in our country is not feasible,but should be established in the existing dispute settlement system on the dual level structure of specialized agencies and platformsOf course,there are some problems in this paper: first,the comparative analysis of extraterritorial law is not deep enough,the lack of double layered structure of the application of the empirical analysis of the environment.Secondly,the supporting system to reduce the drawbacks of two-tier ownership structure system,only the macro on the idea,the lack of further detailed recommendations,the lack of further research on the mode of operation of foreign regulatory authorities.
Keywords/Search Tags:Voting shares of Class, Dual-class share structure, One Share, One Vote, Shareholder heterogeneity theory
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