Research On The Protection Mechanism Of Common Shareholders' Equity Under The Dual-class Share Structure

The non proportional allocation of voting rights and property rights on the stock under the dual-class share structure breaks through the limitation of "one share,one right" equity structure,meets the needs of shareholder heterogeneity,and provides a new financing way for the founder shareholders to retain the company's control rights.However,due to the different types of direct shareholders in the company's stock,they are divided into super voting shareholders and common shareholders.The diversification of stock types complicates the relationship between shareholders and impacts the original corporate governance system.The differential allocation of voting rights results in the concentration of control rights in the company with dual-class share structure.The super voting shareholders firmly hold the control rights of the company,which not only improves the efficiency of the company's decision-making and reduces the agency cost brought by the separation of the two rights of the company,but also causes the weak position of common shareholders in the company.According to the view of law and economics,the agency cost mainly comes from the expense of supervising the trustee to avoid damaging the interests of the principal."One share,one right" structure company,the separation of ownership and management right produces agency cost.Under the dualclass share structure,the agency cost mainly comes from the effective agency relationship between common shareholders and super voting shareholders Therefore,the system design of the traditional company law to adjust the agency cost caused by the separation of the two rights fails in the company with dual-class share structure.The regulations on the dual-class share structure in China are mainly reflected in the Listing Rules of science and technology innovation board published by Shanghai Stock Exchange,because the absence of the company law leads to the imperfection of the legislative system on the dual-class share structure in China.Based on the summary of foreign experience and the investigation of China's securities market,when designing the system,we should not only balance the interests of different types of shareholders,but also grasp the boundary between public law and private law,and adjust the company law on the basis of respecting the autonomous private law rules.On the premise of protecting shareholders' autonomy,this paper designs investor protection mechanism from two aspects: restricting the voting rights of super voting shareholders and empowering common shareholders.By changing the original supervision mechanism and adding the system of class shareholders' meeting,the right of common shareholders to speak in the voting of major issues of the company can be fully improved,so as to make up for this The internal supervision of the dual-class share structure company is weakened,and then the agency cost of the dual-class share structure company is solved,and the upper level law guidance is provided for the supervision of the CSRC and the stock exchange.In addition,in terms of the current regulations on dual-class share structure companies in the Listing Rules of science and technology innovation board,there is still a defect that the regulations on information disclosure system are not complete enough.Only by strengthening information disclosure can we fully protect the right to know of common shareholders.Secondly,we should add term sunset clauses to let the dual-class share structure truly play its system value.