| Recently,the use of dual-class share structure of listed companies' problem is still getting hot.In 2013,due to the Hong Kong Stock Exchange didn't accept Alibaba Group listing program "lakeside partner" system,the HKEx pushed to the cusp."Lakeside partner" system is not a strictly dual-class share structure,just like a dual-class share structure of innovation,and dual-class share structure have same nature with "lakeside partner".If the HKEx accepts the dual-class share structure,they will have the perfect marriage with the Alibaba Group.The Hong Kong Stock Exchange's chief executive officer Li Xiaojia said that the same shares itself is not the protection of investors in the universal truth,to maintain the status quo itself is not beneficial to the competitiveness of the Hong Kong market,to avoid the blind introduction of dual-class share structure,for the company's different situations to find a viable way to protect the founding shareholders in the ownership structure at the same time to avoid the core of small shareholders.The right was encroached upon.Recently,it was seen as the largest tech unit to submit an initial public offering.It is noteworthy that Snap will divide its own equity structure into three categories,issuing ordinary shares without voting rights.These three ordinary shares enjoy the same rights except for voting rights,transfer rights and conversion rights.Which push the dual-class share structure of the company's shareholding structure to the cusp once again.The current subscription requirements of Snap has more than 10 billion US dollars,but did not give up a vote.Taking this form of listing of course,The United States mature capital market environment,a complete legal rules and regulations,high-quality investor groups can not be separated from the relationship,which is reason that many domestic high-quality companies choose to go to the US market.Oversea listing of outstanding enterprises will bring the loss of domestic capital,even worse,it will bring the relevant secret market information leakage.Asia's stock exchange,has been falling behind the times,how to actively face overseas competition,should consider the feasibility of dual-class share structure.If you allow such a model,you can attract the success of those who do not want to give up the vote right of the company,the vast majority of family businesses and founders single-handedly build the company,want to maintain direct control of the company,but this is precisely the limit Their access to resources and capital has hindered their further development.A large part of the dual-class share structure of a listed company is that it can help the company's founders or senior managers control the company's control and reduce the probability of being acquired by malicious ones.Recently,the Singapore has been issue the public opinion of dual class structure,the next step is facing the approval of the implementation.The Hong Kong side also shows that the third board market to be set up in Hong Kong can be considered to accept the dual-class share structure.The mainland of China should consider a change in the concept of a share structure to attract more outstanding enterprises to market.Coupled with China intends to open up the international board,will face some foreign plans to dual-class share structure listed companies.Therefore,China needs to strengthen the importance of dual-class share structure,in the legislation to try to break the inherent one-way system,as well as in the listing rules for the corresponding changes.With a view to improving China's capital market compatibility,diversity and innovation.For the use of dual-class share structure of the behavior itself is facing a mixed comment,many scholars are worried about the protection of small and medium investors.As the Financial Times columnist Andrew Hill puts it,the biggest advantage of dual-class share structure is that the management team is immune from common stock shareholders,and the biggest disadvantage of it is that the management team can be free from any shareholder interference.Based on the characteristics of the dual-class share structure,investor protection should be focus on the construction of the external legal environment,on the one hand,it can strengthen the supervision of public power,on the other hand,it can be self-relief through private rights.This article is divided into four chapters,starting from the introduction of dual-class share structure,discusses the feasibility of using dual-class share structure,China's legal environment to make a certain analysis,and then for the use of dual-class share structure,how to protect the investment the interests of their own ideas and solutions.The details are as follows:The first chapter's content is the legal application of the dual-class share structure.Considering the introduction of a system,many factors need to be considered,such as capital market maturity,legal environment maturity and investor market maturity.We can not quoted the dual-class share structure blindly,just for it's attraction some enterprises.This chapter analyzes the situation of investors in the securities market in the United States,Hong Kong and Mainland China and the applicable space for the dual-class share structure in China.What are the restrictions on the issue of dual-class share structure in mainland China? Taking into account the maturity of China's capital market,the initial should only allow a small number of eligible companies to take a dual-class share structure.The second chapter's contents are the empirical analysis of the dual-class share stucture and the conflict between the control right and the investors' equity in the double-level equity structure.Selected the Alibaba Group "Lake Partners" system case.Although it's not belong to the strict form of dual-class share structure,but the model used with the dual-class share structure is closely related,coupled with the two are considered in recent years the amount of larger IPO,highly analytical value.For Alibaba's case,the Hong Kong Stock Exchange's introduction to the attitude of this event and the "one-in-one" adherence to the concept,as a dual-class share structure of the further thinking.The second chapter is used to measure the pros and cons of the dual-class share stucture.The dual-class share stucture is not perfect for the controlling shareholder itself,but it is still a fatal attraction to a considerable part of the enterprise.The author analyzes from four aspects,the conflict in corporate governance,the conflict in corporate mergers and acquisitions,the conflict of corporate performance and the damage caused by investors' equity caused by information asymmetry.The conflict in corporate governance is reflected in the problem of supervisors,because the increase in anti-M & A difficulty makes the effectiveness of external supervision weakened,and the controlling shareholder itself has a lot of decision-making power,it is easy for the controlling shareholder for personal interests at the expense of shareholders and investors Interests.Conflicts in M & A are not reflected in the fact that M & A does not necessarily follow the logic that inefficient managers are replaced by efficient managers,and many successful acquirers do not have a more productive management mechanism than their acquisition targets.The third chapter of this article is the pre-defense mechanism of investor protection mechanism,how to ensure that the dual-class share structure to play its due advantage,investor protection must be placed in an important position.Investor protection mechanism is divided into pre-defense and ex post relief,the two combined,and indispensable.The pre-defense mechanism can start from perfecting the supervisory mechanism,the protection of the rights of investors under the obligation of faith,and the applicable rules of multiple voting rights.Improve the supervision mechanism lies in the information disclosure system to strengthen and regulate the protection of shareholders and the right to know.The limitation of the voting rights of the multiple voting shares,and the transfer rules need to be further defined and perfected.In the fourth chapter,the ex post facto relief mechanism can start from the perfection of the dispute resolution mechanism and the perfection mechanism of the class unit withdrawal mechanism.The soundness of the dispute resolution mechanism can be divided into the number of uncertain representatives of the improvement of the litigation system,the gradual introduction of class action system,the strengthening of the functions of securities regulatory authorities,the establishment of specialized protection agencies.Category Unit withdrawal mechanism requires the law to specify,in addition to the controller automatically apply for exit,the forced withdrawal of the situation.Category stocks repurchase also need to be provided and limited to ensure that market investors have a legitimate exit channels,is the financial market should have meaning. |
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