Problems And Construction Of Dual Class-Structure Of Listed Companies

The two-tier shareholding structure is a breakthrough in the “one share and one right” of the company law in China.The principle of “different shares in the same share” is used to ensure that the founding team and the original shareholders have control over the company.The two-tier shareholding structure has been in the developed capitalist countries of Europe and the United States for nearly a hundred years and has been successfully applied to some listed companies.The two-tier equity structure has its inherent advantages,such as giving the founding team control over the company,improving decision-making efficiency,and effectively resisting hostile takeovers.However,it also has certain drawbacks.For example,excessive concentration of control rights in the hands of the founding team is not absolutely beneficial,and it is easy for the founding team to abuse control and arbitrarily make damage to the company's development and damage the minority shareholders.In order to promote the smooth implementation of this system and protect the interests of relevant investors,developed countries such as Europe and the United States are equipped with relevant judicial supervision measures,such as mandatory information disclosure system and class action system.Is it current that China wants to introduce a two-tier equity structure? Can China's current relevant legal system prevent the risks arising from the application of the two-tier equity structure of listed companies? These issues are all issues that need to be considered at the moment.At present,China's company regulations stipulate that the company's articles of association may stipulate that shareholders do not exercise voting rights according to the proportion of capital contribution.However,for company limited companies,China's "Company Law" clearly stipulates that "shareholders attend a general meeting of shareholders,each share has one vote" is usually The principle of "one share and one power" is said,although China's "Company Law" does not allow the company's articles of association to stipulate that shareholders can not exercise voting rights according to the proportion of capital contribution,but Article 131 of China's "Company Law" stipulates that the State Council has set up The rights of the class stocks.Therefore,the "two-tier shareholding structure" has a judicial space for development in China.On the other hand,in recent years,a large number of large-scale innovative enterprises in China have gone overseas to adopt a two-tier equity structure to seek listing,which is undoubtedly a big loss for China's capital market.Therefore,the two-tier ownership structure has the necessary necessity in China.In addition to the introduction and conclusion,this article is divided into five parts,the specific contents are as follows:The first part explains the definition of the two-tier equity structure,and expounds the application of the two-tier equity structure.The list analyzes the mainland Chinese enterprises that have been listed in the US by the double-shareholding structure as of December 31,2018.In addition,through the relevant provisions of the "Company Law" and "Securities Law",the feasibility of adopting a two-tier equity structure in China is analyzed,which is intended to illustrate that some enterprises in China have realistic demand for two-tier equity structure and that the two-tier equity structure is in China.There is also room for development.The second part explains the relationship between ownership structure and corporate governance.Through the analysis of ownership structure and corporate governance,it is intended to explain the importance of ownership structure to corporate governance.It also elaborates on the positive and negative impact of the two-tier equity structure on corporate governance.The third part mainly expounds the legislative process and supervision system of the two-tier equity structure of the United States,Singapore,Hong Kong and other regions.By expounding the legislative process and supervision system of the two-tier equity structure,the purpose is to provide reference for the introduction of the two-tier equity structure in China..The fourth part elaborates on the current institutional obstacles in China's application of the two-tier equity structure.Although the previous sections elaborated on the current needs of some of China's related enterprises with a two-tier ownership structure,and China also has the legal basis for introducing a two-tier equity structure,but from the current "Company Law" legislation and supervision,we look at China's independent director system,There are still deficiencies in the information disclosure system.The fifth part elaborates the current system construction that needs to be carried out if China introduces a two-tier equity structure,mainly focusing on the current institutional barriers to the application of the two-tier equity structure in China.From the revision of the "Company Law" to the starting point,the article is mainly elaborated from two parts: system design and improvement of legislative supervision.The system design mainly includes changing the single “one share and one right” common stock to a variety of “shared shares” stocks and the time for setting up the two-tier equitystructure,and emphasizing the super voting rights in the two-tier equity structure.Apply these three parts to improve the system design.On the other hand,improve the relevant regulatory system by improving information disclosure and improving the independent director system and independent supervisor system.Through the two major aspects of system design and perfect supervision,the efforts to build a two-tier equity structure system in China are elaborated.