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Study On Listed Companies's Dual-Class Share Structure In China

Posted on:2020-01-31Degree:MasterType:Thesis
Country:ChinaCandidate:C H ZhaoFull Text:PDF
GTID:2416330590486505Subject:Law
Abstract/Summary:PDF Full Text Request
With the development of modern enterprise system,the contradiction between financing and maintaining control has always been a difficult problem for the listed company.According to the principle of "one share,one power",the management of the company would face the risk of dilution in financing and may eventually lose control of the company.In practice,many foreign countries solve this problem by applying dual-class share structure.The dual-class share structure realizes the balance between financing and controlling rights by separating the property rights and cash flow rights of shareholders.However,in domestic,the Company Law only stipulated the principle of "one share,one right",and there is no provision on dual shares of listed companies,nor has the State Council formulated relevant administrative regulations.According to the latest regulations of our country,companies are allowed to apply for listing under the dual ownership structure in the scientific innovation board,which means that our country has established the dual ownership system of listed companies initially,but there are still many problems in this system.Firstly,for the industry,the listing rules of sci-tech board are the self-discipline rules,which may indicates a potential problem of failing to find the support of the upper law in the application of the dual-class share structure;Secondly,the subjects ofapplication are too limited as it covers only scientific and technological innovation company to be listed.Thirdly,punishments for the infringing act of class B shareholders are too light;Fourthly,lacking of complete supervision and litigation relief mechanism is also a problem.Therefore,in order to give full play to the dual equity system and meet the practical demands of the listed companies in China,it would be necessary to improve the dual equity system of the listed companies.Specifically:First of all,on the basis of drawing on the experience of the foreign legislation model of dual equity system,combined with our national conditions,we should adopt the legislative model of general prohibition;At the same time,it is necessary to improve the application of the law for the stock right system,adding provisions on the stock right system in the Company Law,while formulating the corresponding administrative regulations by the State Council.Secondly,we should expand the scope of applicable subjects so as to covering family enterprises and cultural media enterprises,and strengthen the damages liability of class B shareholders in taking punitive damages measures against the infringing act.Finally,we should promote the independent director system and establish the securities class action system to ensure the smooth implementation of the dual-class share structure of the listed companies in our country,so as to promote and improve the stock right system of our country for our company.
Keywords/Search Tags:Dual-class share structure, Control rights, One share one vote
PDF Full Text Request
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