Research On Voting Group System Of Classified Shares

The voting group system of the classified shares is an important part of the classified shares system.It helps to suppress the negative effects of the classified shares,protect the rights of different classes of shareholders and realize the institutional value of the classified shares.China's development trend of establishing different types of classified shares based on market development needs has provided a new foundation for the study of the voting group system and also increased the urgency of research.Based on the basic theory of law and the theory of behavioral economics,this paper deeply analyzes the function of the voting group system of the classified stocks.Focusing on the practical problems of our country and the useful experience of the extraterritorial domain as the reference,this paper analyzes the entity norms and procedural mechanisms of the voting group system of the classified shares.And put the relevant practice of the special-voting shares of listed companies that have just appeared in China into the scope of discussion,and put forward clear and feasible suggestions for system improvement.This paper is divided into five parts.In the first part,this paper briefly reviews the realistic background of China's capital market and the urgent need of economic development for classified stocks,and illustrates the inevitability of the introduction of classified stocks.In order to better suppress the possible negative impact of the classified stocks,the emphasis on the voting group of classified stocks and institutional research should be strengthened,and the research background and research value of this paper should be explained.Next,this article describes the basic framework of the group voting system of the classified stocks,and the scope of the study on the system includes the substantive norms and procedural mechanisms.It also proposed that the system should be constructed in a timely manner to protect the interests of the classified shareholders and the freedom of the company.The balance between values should be concerned.Then,it sorts out the practical status quo of the group voting system of China's classified shares,and puts forward the analysis of the theoretical basis of the group voting system of the classified shares,the unclear and uncoordinated development of the entity norms and procedural norms in the current system,and the paper is going to discuss and solve the problem.The second part,from the perspective of theory,analyzes and discusses the justification basis of the group voting system of the classified stocks from the perspectives of equality,autonomy and efficiency,lays a foundation for the construction of the group voting system of the classified stocks,and responds to the doubts about the voting system of the classified stocks.The voting of classified stocks maintains the overall balance of rights and obligations between different stocks,which is conducive to achieving substantive fairness and conforming to the principle of equality of shareholders.Starting from the company contract theory,the voting of the classified stocks involves the change of the class stock contract,which should be expressed by the parties to the contract.The establishment of the group voting of the classified stocks is conducive to the formation of an internal supervision mechanism for the company's agents,and linkage with external mechanisms to reduce the increase in agency costs and promote the effective operation of corporation's governance.In the third part,through comparison with the practice analysis outside the domain,it is proposed that the criteria for the classification of shares in the category of "right content" should be established,which is more reasonable and in line with China's practice.In the scope of the voting items,the broadly explained category rights change shall be adopted as the standard for the classification of the voting items,and the group voting items for the protection of the shareholders' rights of the damaged category shall be restricted and limited to the explicit enumeration of the law or the articles of association.The fourth part is a discussion of the program specification.In order to balance the fairness of the interests of the shareholders of the classified shareholders and the efficiency of the company,it is recommended to set up a conference convening mode,which will be held in a separate voting manner,and the right to hold a meeting of classified shareholders with a certain shareholding ratio in the convening power of the meeting.It is recommended to set the number of legal attendances for the attendance requirements and voting requirements of the meeting,but it can be convened by the second notice.The voting ratio is the majority of the voting rights held by the attending shareholders,so as to coordinate the conflict between the rights of classified shareholders and the corporate freedom.The revocable litigation and non-existence of resolution can be used to remedy the flaws of the classified shareholder meeting's resolution.The fifth part is the conclusion part.It summarizes the research context and results of this paper,and puts forward the hope for continuous improvement based on practice.