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Research On The Application Of Dual-class Share Structures

Posted on:2020-09-17Degree:MasterType:Thesis
Country:ChinaCandidate:X M XuFull Text:PDF
GTID:2416330602953813Subject:Law
Abstract/Summary:PDF Full Text Request
Dual-class share structure is a special form of share structure.Although the principle of "one share one vote" is the mainstream in the world at present,the voting system of companies has been changing in human history.That is to say,the voting principle of one share one vote chosen by most countries is only a choice in the development process of the voting system of human society.Therefore,according to the needs of current social development,other voting systems other than one share and one right can be selected.Since Alibaba was listed in the United States with dual-class share structure in 2014,the number of companies which apply for dual-class share structures have increased in China,many of which are high-quality innovative enterprises.The common feature of these companies is that they apply themselves to carry out technological innovation based on the Internet,with the popularity of the Internet,a whimsical idea can create a whole new industry.Of course,the fatal common point of these enterprises is that the initial stage of establishment is generally small and the capital strength is weak.In order to develop in the future,many times of financing should be conducted to ensure that the company has sufficient capital.The biggest reason for these companies to choose dual-class share structure is to protect the founders from hostile takeovers.China's current anti-takeover system is not yet complete,and dual-class share structure,as a preventive measure,plays the most direct role.Since China is still adhering to the strict principle of one share and one right,enterprises applying different voting rights systems can only go public overseas,which will lead to the outflow of national resources.If China wants to apply dual-share structure,it can be regarded as an exception to the principle of one share one vote.On January 28,2019,China securities regulatory commission(CSRC)issued the "Opinions on the implementation of setting up science and innovation board and pilot registration system in Shanghai stock exchange",proposing to allow enterprises with "special shareholding structure".On March 1,2019,the Shanghai stock exchange issued the "Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange"(hereinafter referred to as the "listing rules"),which made detailed provisions on the "DVR Arrangement",all of which paved the way for China to implement dual-share structure.However,since the "listing rules" is only a self-regulatory rule formulated by the Shanghai stock exchange,it is necessary to make provisions on the legal level to apply different voting rights systems in China and improve the application of this system in China.Based on the basic connotation and theoretical basis of the system of difference in voting rights,this paper analyzes the possibility of implementing the system of difference in voting rights in China,and expounds the absence of the system of anti-takeover in China's current ownership structure,as well as the advantages of this system in anti-takeover.Then,it turns to foreign countries to study the legislation of countries implementing the system of difference in voting rights.With the representatives of the United States,Japan and France,it compares and compares three common systems of difference in voting rights,and summarizes the model more suitable for China.Finally,according to the specific situation of China,the localization conception of the system of difference in voting rights is proposed,including the design content of the system of difference in voting rights.For example,restrictions can be applied to the time and scope of the voting rights difference system;in some cases,the voting rights of the holders of the super-voting rights are restricted;and the termination of the voting rights difference system is specified,that is,the conversion node of the super-voting rights.Improve supporting measures such as information disclosure,independent director system,and class litigation.Maximize the benefits of the voting rights system,do everything in its power to prevent damage to ordinary shareholders,promote the development of China's innovative industries,overall economic growth,and improve its position in the international financial market.
Keywords/Search Tags:Dual-class share structure, Anti-takeover, Founder control
PDF Full Text Request
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