Comparative Study On The Perfection Of China's Class Stock System

In 2019,China began to implement differentiated voting rights in the Sci-Tech innovation board.This is also the second class of stocks that differs in terms of power,after the preferred stock.However,before the specific regulations were issued by the state,it has already appeared that the de facto class stocks was realized through contractual methods typical of gambling agreements in practice.Facing the legal uncertainty of the path of contractual arrangements,the main solution proposed by Chinese scholars is the class stock system.The essence of this system is to split the rights attached to stocks into several sub-powers,so that company may issue different class stocks to meet the needs of different entities.The class stock system originated in the United Kingdom,and the United Kingdom and the United States have adopted a very open constitutional autonomous legislative model.The law only makes guiding provisions for the class stock system,and specifies which types of shares and rights are not allowed to be issued.The content is handed over to the company for specific implementation through internal resolutions,and the state is more of an afterthought supervision.Japan and South Korea's class share system follows the Anglo-American,but has developed a completely different statutory model.Under this model,the country clearly stipulates that companies can issue class shares,and companies can only issue state-licensed class shares.Chinese scholars have done a lot of research on the class stock system,including horizontal comparison of class share systems in other jurisdictions or protection mechanisms for class shareholders,but few of them discuss about the reasons behind the difference of the two models.Is class stock system inherently accompanied by certain risks? What kind of obstacles might our country face if class stock system is introduced?In view of this,based on the abundant research results of scholars,this paper comprehensively uses the methods of comparative analysis,empirical analysis and other methods to explore the problems behind class stocks.In terms of structural layout,this article is divided into the following four chapters in addition to the preface and conclusion.The first chapter mainly analyzes the basic connotation of class stock system,including defining class stock system;classifying class rights into property rights,participation rights,functional rights;analyzing why we need class stock.This chapter also discuss what's the value of class stock system.The second chapter compares and analyzes the legislative evolution and status quo of the class share system in four countries with two extra-legislative models,and explores the advantages and disadvantages behind the class share system.The interests of the class shareholders are the same but different,and there must be conflicts of interest between different types of shareholders;and the classes of stocks with different participation rights may also lead to an increase in "agent costs".The third chapter analyzes the legislative status and market practice of China's class stock system,and discusses the necessity of further improving the class stock system in China.The class-share system has evolved from the initial preferred stock to the present.It can help companies realize autonomy,adapt to the evolution of homogenization to heterogeneity of shareholders,and greatly enrich the connotation of the principle of equality of shareholders.The forth chapter mainly discusses how to construct China's class stock system to suit China's capital market practice if it chooses to introduce it.Based on the development of China 's capital market and the maturity of investors,this paper believes that China should adopt a statutory model similar to Japan and South Korea for legislation,make a clear definition of the class share system at the legal level,and specify the types of class shares that can be issued.At the same time,we should further improve the existing class shareholder voting system,sunset clause system and information disclosure system to protect the rights of class shareholders.