Research On Restrictive Rules Of Differentiated Voting Rights Of Listed Companies

In recent years,in order to solve the contradiction between "equity dilution" and "control",many innovative technology companies break through the single equity structure mode and adopt the dual-class equity structure design.Dual class share structure has both advantages and disadvantages for corporate governance.Strengthening corporate control rights may also induce corporate governance crisis.Although China's current legal system is still not perfect and conflicts with the dual-class share structure,the current law also leaves room for the development of China's dual-class share structure.In response to the realistic requirement of capital markets have been introduced in the Shanghai stock exchange in 2019,Science and technology innovation board plate or double pilot equity system,but also need to double to legalize equity structure,strictly limit its application condition and scope,and further to perfect the related system,in order to promote the company effective governance in our country,and can attract and encourage domestic and foreign high-quality enterprises listed in the territory of China.In our country,many firms take advantage of regulatory arbitrage and have to foreign stock market environment,should keep the tolerance of double-layer structure,at the same time,in accordance with the western countries to double ownership structure in the market practice and empirical research experience,and combining with China's concrete reality,from a legal point of view to lay a good foundation for the development of double layer structure.In addition to the introduction,the following research framework is developed based on the idea of appeal.Firstly,it clarifies the advantages of dual-class equity companies,which is conducive to realizing the long-term value of innovative companies.It can be used as an effective incentive mechanism to encourage the founder to invest more innovation ability and human capital into the enterprise.Can serve as an effective barrier against hostile takeover.And take the United States as an example to sort out the process of its development and evolution,so that people more clearly understand the historical origin of dual-class equity.Secondly,by referring to the overseas practice results,the author studies the mandatory regulations and contractual company self-management regulations of five countries or regions,including the United States,Canada,Japan,Hong Kong China and Singapore.The old dual class share structure of capitalist countries contractual provisions,the new open countries or regions to mandatory provisions.Thirdly,the author analyzes the existing problems from the perspective of long-term development of dual class share structure.Practical research shows that the long-term development of dual-class share structure leads to the decline of advantages and the founder has an improper motivation to retain the dual-class share structure.Dual class share structure will lead to the intensification of management entrenchment and the lack of effective supervision of management by public shareholders.Again,the author responded to the questions raised in the third section and put forward some thoughts of the author.The author studied the applicability of various restrictive clauses and the limitation of sunset clauses.Through the study,it was found that sunset clauses were not suitable for the application of mandatory provisions,and it would be more reasonable to stipulate through the articles of association.Restrictions on decision-making ability,special voting rights,transfer,and the number of shares held by the founder shall be mandatory.Shareholders should be given the right to elect part of the directors,which is more conducive to the public shareholders to supervise the decision-making of the board.Finally,this paper studies the governance of different rights of the same share in Chinese companies,combines the legal status quo and practical needs of China,and explores the design ideas and improvement Suggestions of restrictive clauses in Chinese dual-class share structure companies.