Feasibility Analysis Of Dual-class Share Structure Of Listed Companies

The global competition for the resources of excellent listed companies and the rise of hostile takeover make more and more countries?regions? choose dual-class share structure.In early 2018,the Hong Kong Stock Exchange announced the entry into force of the latest listing rules,began to accept the listing applications of companies with different voting rights structures,and lifted the restrictions on "different shareholding structures".In late June 2018,SGX issued the formal draft of the institutional framework of Dual-Class Share Structure and supplemented the main board rules,so it basically established Dual-Class Share Structure for Singapore-listed enterprises.There is a new wave of discussion on whether Dual-Class Share Structure is suitable in China.At the beginning of this year,Shanghai Stock Exchange(SSE)proposed The Science and Innovation Board among which the differences in voting rights arrangement and the trial implementation of registration system are the highlights of the reform,indicating that China is also trying to introduce Dual-Class Share Structure.The principle of One-Share-One-Vote under the hypothesis of Shareholder homogenization has been questioned in theory and practice.Shareholder heterogeneity is a new replacement selection,which gives companies more freedom to choose their share structure,manages to strike a balance between control and ownership,and meets the practical needs of different businesses and different shareholders.While affirming the positive significance of the Dual-Class Share Structure,we should not ignore the negative factors existing in the structure and the huge impact on China's capital market.This paper mainly studies the topic through four parts.The introduction points out the main problem: the feasibility analysis of introducing the Dual-Class Share Structure in China.It makes a basic introduction to the background,significance and relevant studies.Chapter One firstly clarify the basic meaning and characteristics of the Dual-Class Share Structure,and then analysis of the reality value and limitations of the Dual-Class Share Structure.It will be adopted because of its value.It can not only meet the needs of the enterprise's financing,but also maintain for control of the company founder,while its advantages are the fundamental cause of its biggest disadvantage.The author thinks that the advantages and disadvantages of the Dual-Class Share Structure need to be viewed dialectically,and the role of that needs to be comprehensively evaluated from the situation of corporate governance and supporting system.Chapter two makes a theoretical analysis of the Dual-Class Share Structure.First of all,there is legal analysis,to explore if there is a suitable space in the level of the company law.And then I compares and analyses the principle of One-Share-One-Vote by the principle of equality and the efficient market hypothesis,which points out the limitation of the principle of One-Share-One-Vote is not suitable for the demands of modern shareholder's heterogeneity.The Dual-Class Share Structure can give full play to the special advantage of human resources,is is the corporate structure system selected by the company autonomy,and shows that the existence of Dual-Class Share Structure has its rationality and feasibility.Chapter three analyzed the overseas practical experience of Dual-Class Share Structure,and made a comparative analysis of the birthplace of the Dual-Class Share Structure--the United States and Singapore which denied it and then affirmed it.By analyzing the evolution process of Dual-Class Share Structure in the United States and the legislative evolution of Dual-Class Share Structure in Singapore,this paper expounds the existing problems of Dual-Class Share Structure and the institutional practices made by them,and thereby provides reference for the system improvement of introducing dual-class share structure in China in the future.Chapter four carries on the localization assumption to the Dual-Class Share Structure.Any legal transplant needs to take into account China's institutional background and obstacles.So it is necessary to sort out the existing laws and regulations related to the implementation of Dual-Class Share Structure in China.And then combined with the current capital market environment as well as in the case of incomplete supporting systems,I analyzed the problems existing in the Dual-Class Share Structure.At present,the "difference arrangement of voting rights" of Ke Chuang board well confirms the main point of this paper: it is feasible to introduce the Dual-Class Share Structure.And I analyze it and put forward suggestions for improvement.The conclusion summarizes the main idea of the paper.