The Legal Path To Maintain The Control Right Of The Founder Of A Company

Article 103 of the current Company Law stipulates that China strictly implements the ownership structure of"one share,one right",and the principle of"one share,one right"will lead to the result of capital majority decision,and the major shareholders have the absolute right to speak.In order to avoid this rule,a large number of high-quality companies in China have chosen to list overseas,such as Baidu,JingDong,Alibaba and other "unicorn companies.In the early stage of starting a business,this kind of Internet company needs to be financed by equity financing,in order to maintain the control right of the company,the founder often tends to the system of"dual-class equity structure”or"partner"in the choice of ownership structure.However,such a voting mechanism is not allowed by the law of our country and cannot be listed at home,so it is a helpless move to join the overseas market.Such a structure is not only the regret of these high-quality companies,but also a huge loss to the country and even the people.First of all,these companies are in good shape and closely related to national life,but domestic investors can not share the dividends of their rapid development.Secondly,the overall weakness of China's domestic capital market,the need for such high-quality enterprises to participate in order to activate the market,lead the healthy development of the capital market.Moreover,in terms of the size and size of the capital market,China is already the second largest market in the world,capable of accommodating these enterprises and only needs to create a market.Finally,the outflow of a large number of companies will lead to the leakage of important economic information in our country,which is not conducive to the protection of economic information in our country.The author believes that we can consider creating an environment for the maintenance of the founder's control,make innovative institutional arrangements for the provisions of the Company Law on the ownership structure,and introduce a two-tier ownership structure or a partner system with conditions.Carry on the localization transformation to the super voting right and the director nomination right.At the same time,in order to prevent the risks brought about by the introduction of the new system,we should design corresponding supporting systems,such as perfecting the laws and regulations on information disclosure and market supervision,strictly disclosing information,and giving full play to the regulatory functions of securities self-regulatory organizations.The introduction of class action system,the implementation of investor protection,to ensure the healthy operation of China's capital market and the protection of investors'rights and interests.