Study On "Sunset Clause" Of Dual Share Structure

In recent years,the rise of new economy companies has driven another boom in dual-class ipos.In order to realize the development strategy of innovational nation and promote the development of new economy,China has permitted companies with dual-class share structure to list on the Sci-Tech innovation board of Shanghai Stock Exchange.The entrenchment of management and the damage to the interests of external investors brought by the internal control do exist in companies with dual share structure,and it is of significance to coordinate the interest between the founder and the outside investors.Compared with other rules,‘sunset clause' could restrict the behavior of controlling shareholders effectively,and construct an appropriate transferability mechanism of corporate control.In order to give full play to the function of ‘sunset clause',Chinese should revise and perfect the existing provisions,including establishing penalty clause of "sunset clause",clarifying shareholder qualification,deleting the item of "change of control",adding fiduciary duty sunset,specifying voluntary and involuntary dilution,and construct the "sunset" Prosecution Censorship.The paper is divided into five parts.The first part focuses on the definition of ‘sunset clause' and the practice of department law,and further clarifies the connotation,classification and legal attribute of ‘sunset clause' in dual share system.The second part takes the legal attribute of dual share structure as the starting point,discusses the theoretical logic of "sunset clause",and combines the empirical research results to clarify the policy considerations for setting "sunset clause".Combined with the new pattern of interest imbalance in dual share structure,this paper analyzes the function of "sunset clause" to clarify its legal status.The third part mainly introduces the practice of sunset clauses in the United States,Canada,Japan,Singapore and Hong Kong,so as to provide reference for the localization construction of "sunset clauses".The fourth part expounds the corporate and legislative practice in China,and emphatically analyzes the inappropriateness of the design of "sunset clause" in China.The fifth part analyzes the influence of China's legal environment and market environment on the construction of "sunset clauses",expounds the principles that should be adhered to in the localization construction of "sunset clauses",and then puts forward feasible Suggestions for the improvement of "sunset clauses".