Conflicts Of Shareholders' Interest And Protection Under Differentiated Voting Rights Arrangement

The differentiated voting rights(DVR)arrangement is not a new thing,it has appeared in the United States as early as the middle of the 19 th century,and most of them appear in the field of legal research under the concept of dual-class equity structure and different rights of the same shares.Globally,DVR arrangement are widely used,and many countries allow,or have permitted,the listing of companies with special voting rights.Supporters of the DVR arrangement believe that setting up special voting rights can better solve the contradiction between the continuous financing demand and maintaining the founder's control over the company in the development process,reduce the possibility of hostile takeover,and make the company maintain a consistent development track.Opponents believe that the DVR arrangement essentially deviates from the "one share,one vote" company power allocation,expands the degree of deviation between the company control right and the cash flow interest,the individual interests of the controlling person and the interests of the company are prone to conflict,and there is the possibility that the controlling person infringes the interests of the company because of private interests,and the specific shareholder interest conflict may be intensified accordingly.The research shows that the potential advantage of DVR arrangement will gradually weaken over time,and its potential cost will gradually rise,which may cause harm to the interests of minority shareholders and companies.At present,the DVR arrangement of our country is running for a short time,the research on DVR arrangement is mostly focused on the overseas experience and the rule design when the system is introduced,and the research on the practice of DVR arrangement in our country is less.Through the analysis and research,the theory of support for differentiated voting arrangement is logically deduced,the necessity of this system in modern business environment is summarized,the types of shareholder conflicts of interest under different voting rights arrangement are defined from the perspective of supervision,and the causes and concrete manifestations of different types of shareholder conflicts of interest are clarified.On this basis reasonable suggestions to ease and resolve the conflict of shareholders' interest have been put forward.Under the corporate governance structure of DVR arrangement,the key to prevent shareholders' conflict of interest is to limit the voting rights interests of special voting shareholders to a certain extent,and we should pay attention to the strength of the restrictions,otherwise,setting up differentiated voting rights will lose significance.Taking the governance practice of the science and technology innovationboard of listed companies with DVR arrangement as the main research object and combining with the actual situation of companies with DVR arrangement listed abroad,this paper puts forward some normative suggestions such as necessary restriction of special voting rights,mandatory requirement of agreement of concerted action and strengthening supervision of special voting rights governance structure,hoping to provide some thinking direction for the refinement of the design of DVR arrangement system in our country.