On The Construction Of Dual-Class Structure System In China

The company's governance structure is the company's important operational foundation.The principle of one share and one vote has been implemented in the company law of China.Joint stock limited companies can only implement the single ownership structure.However,in practice,some rule of law developed countries or regions have different levels of exceptions in corporate legislation.To a certain extent,the three major stock exchanges in the United States have allowed companies with dual-class structure to go public.The Hong Kong Stock Exchange also announced that it has accepted the listing application of the dual-class structure company.The dogmatic implementation of the principle of one share one vote in mainland China cannot meet the diversified needs of the company's shareholders,especially in the Internet industry and high-tech industries.China's Company Law reserves space for the existence of dual-class structure.The introduction of dual-class structure is in line with the heterogeneous needs of shareholders,it fits the entrepreneurial spirit and ensures that the company's control is preserved during the financing process.China's domestic rule of law development is relatively backward.We can learn from the advanced experience of the United States and Hong Kong.In the process of introducing dual-class structure,we must not only measure the interests of all parties based on China's national conditions,but also set limits for the dual-class structure,establish an exit mechanism.In addition,in the process of introducing dual-class structure,we should standardize the pre-information system of the structure,improve the independent director system,strengthen the duties of the board of supervisors,and protect the interests of investors from both judicial relief and non-judicial relief.