Research On The Legal Issues Of Dual Ownership Structure Of Joint Stock Company

Dual ownership structure is called "A.B share system" vividly.Its greatest feature is that it breaks through the principle of "one share,one right" in the field of company law.Different types of stocks owned by shareholders in the same company have different voting rights.The principle of "one share,one right" is the basic principle in the field of corporate justice.The concept of shareholder equality in its connotation makes it persuasive naturally and provides theoretical support and knowledge supplement for the derivative concepts such as the improvement of company efficiency and the protection of shareholders' interests.The concept of "dual ownership structure" itself involves challenges to the basic values of company law,economic law,civil law and other departmental laws.Therefore,the dual ownership structure has been excluded by many countries(including China)for a long time.However,in recent years,China's major technological innovation companies have been enthusiastic pursuit of dual ownership structure.Since Alibaba adopted the "Chinese Partner System" to go to Hong Kong in 2013 and failed to go to the U.S.for listing,technological innovative companies such as Jingdong Mall,Baidu Group and IQIYI have also chosen to go to the U.S.for listing instead of the domestic securities market.One of the major reasons is that they have adopted the "dual equity" structure for listing,which is undoubtedly the case.China's financial securities market is a huge loss of assets.In order to meet the needs of the times,China should carry out the reform in the field of company law and initially establish a dual ownership structure system suitable for China's capital market,with a view to encouraging and guiding companies with such needs to list in China,bringing China's local stock exchanges into line with the international market and stimulating the innovation and vitality of economic reform.Starting from the concept of dual ownership structure,this paper describes the operation mode of dual ownership structure by using model and classical cases,compares the similarities and differences between dual ownership structure and otherlegal concepts,and finds out the essential characteristics and unique role of dual ownership structure.Through the analysis of the background theory of dual ownership structure and its connotation,this paper studies whether the dual ownership structure is justified.Finally,combined with domestic and foreign experience,the author puts forward his own suggestions on the construction of dual ownership structure and related improvement measures.The first part is a basic overview of the dual ownership structure.Firstly,this paper summarizes the concept of dual ownership structure,and uses two typical cases to show the manifestation and operation mode of dual ownership structure.Secondly,by comparing the dual ownership structure with the preferred stock system,the limited partner system and voting agency system,this paper summarizes the basic legal characteristics of the dual ownership structure.Finally,this paper illustrates the positive and negative effects of dual ownership structure combined with the above cases and characteristics analysis.The second part is about the legitimacy of dual ownership structure.Firstly,this paper explores the theoretical background of the dual ownership structure.Through the transformation of voting mechanism from the principle of "unanimous decision" to the principle of "majority decision",from the principle of "one person,one right" to the principle of "one share,one right",the author finds that the voting principle in the field of company law is not unchanged,but adapts to the development of company system with the development of the times.Changing.Secondly,through the analysis of shareholder heterogeneity theory,shareholder rights bundle theory and company contract theory,the author finds that the emergence of dual ownership structure has its reasonable development background.Finally,through the analysis of the basic theories of company law,civil law and economic law,the author concludes that the concept of dual ownership structure does not violate the legal theory,but is completely justified.The third part is about whether China needs to incorporate the dual ownership structure into the legal system.By reviewing the legislative model of dual ownership structure abroad and the laws,regulations and consultation documents of mainlandChina and Hong Kong,the author suggests that the implementation of dual ownership structure in China should not rely on the agreement of the articles of association,but should formally incorporate the dual ownership structure into China's commercial law system.The fourth part is about how to implement the dual ownership structure in our country,which is the necessary supporting measures for the ownership design.The author divides the measures into two categories,one is the measures that the law needs to make clear provisions,the other is the measures that the company can autonomy in the articles of association.The two measures should be implemented together to prevent the imbalance of rights and obligations caused by the implementation of dual ownership structure.In addition,the author also suggests that the dual ownership structure should be pilot in the GEM market first,and then consider whether to promote it in the main board market after seeing the specific effect of its operation in practice.