On The Application And Perfection Of Dual Class Structure In Our Country

China’s "Company Law" has always adhered to the "one share,one right" equity structure model.Although "one share,one right" adheres to the principle of equal shareholder rights in modern company law,there are also many difficulties under the one share ownership structure.For example,they cannot cope with the problem that the founder of the company lost control during financing,and cannot deal with hostile acquisitions.In recent years,there have been many cases in the domestic market where control has subsided after financing.This situation has seriously dampened the enthusiasm of entrepreneurs founding by the company’s founders and severely disturbed the order of the market environment.Although acquisitions are normal market behavior,a successful company is like a child to the founder.No one founder willingly gives it to others.Therefore,in the face of this situation,we need to establish a more reasonable system to provide an effective protection measure for corporate founders.The dual class structure separates the control power from the cash flow by issuing different voting stocks,so that the founders and management can obtain more voting rights than the external public shareholders,so that they can firmly grasp the control rights and prevent the respond to malicious acquisitions,which have also been favored by many technology companies.Therefore,it is necessary for us to explore the existence value of the double-class equity structure.The double-class structure has been applied in the world’s developed capital markets for nearly a century which is a relatively mature system.Whether it can be used for reference by China must be considered from the following aspects: 1.What problems can the double-class structure solve in the domestic capital market;2.What are the deficiencies in the double-class structure and how to overcome it;3.Double-class structurewhich is or not they are in conflict with the concept of equity and one share one right;4.Whetherit is in conflict with the existing system,and how to coordinate;5.Is there a space for double-class structure in China? 6.Is there any obstacle to the system? How does it balance? 7.How does the dual class structureapply,What are the specific scope of application and the specific applicable measures?This article will start from the above seven issues,the core part is to explore the necessity and feasibility of its application,because the value of a study system can be applied in the end,making play an important role.However,which can be or not can be applied must be based on the necessity and feasibility of its application.Therefore,in this paper,based on the practical experience of sorting out the overseas double-class structure,answering whether the dual class structure deviates from the principle of share equity.The analysis and argumentation of the development and evolution of one stock of rightand one share of multiple rights,as well as how to harmonize with existing systems,fully answers the above seven issues.Finally,in the aspect of the application of the double-class structure company,it proposes to further improve the legislation in our country.In view of the conflict of interest between different entities triggered by the double-class structure,this paper proposes some ideas,such as how to balance the interests of different voting rights shareholders,proposes to strengthen the supervisory board’s responsibilities to supervise the management,and to enforce information disclosure.Disclosure and voluntary information disclosure combined with other proposals.It is difficult to say which is the best system between the “one share,one right” anddual class structure for a company because there is no single ownership structure that is common to all companies.Therefore,when we study a new system,we cannot completely deny the existing system.We should use the new system introduced to cooperate with the existing system to achieve better governance effects and make it better serve the capital market.