| The rapid development of financial innovation has promoted the renewal and reconstruction of traditional ideas and legal order.Many points in the "The Summaries of the National Conference for Work of Courts on the Trial of Civil and Commercial Cases" regarding the effectiveness and performance of the "gambling agreement" increasingly reflect the concept of "independent legal significance" of commercial behavior,meanwhile the revised "Securities Law" also makes a professional and targeted response to the long-term concerns in theory and practice area.For the "Dual-Class Share Structure" introduced into the China's Science and Technology Innovation Board,the legal framework system must also be adjusted accordingly.In addition to the "Special voting rights stocks" of the China's Science and Technology Innovation Board,China also has the practice of differentiated equity such as "preferred stocks".Although they have many innovative advantages,such as expanding the autonomy of the company,unblocking the channels for investment and financing in the financial capital market,and reducing justice and administrative supervision costs,it also has imbalances in shareholders' rights and responsibilities,which can easily lead to conflicts of interest,increase agency costs and other problems and risks,especially in Chinese capital market,where the ownership concentration of the main body is high,the board's independence is low,and it harms small and medium investors with the frequent occurrence of equity events and the low cost of illegal securities.In such a case,the existence of differentiated equity has even broken the fragile balance between the controlling owner and the small and medium shareholders under the "one share-one vote structure.Therefore,the construction of the legal system under the differentiated equity" structure should focus on restriction of control and prevention of abuse.In particular,it is necessary to strengthen the disclosure of information before and during the event and the improvement of shareholder relief mechanisms.Based on the research on the legislative model,rule setting and supporting systems of differentiated stock rights in the United States and Japan,combined with their practical experience and lessons,put forward suggestions for the specific implementation rules of "Special voting rights shares" in China's Science and Technology Innovation Board.It will improve a more diversified types of shares,more complete hierarchy and richer levels Classified-shares System.On the basis of the results,it analyzes the development space in the framework of China's current Company Law and Securities Law,makes suggestions for its legislative model(including the category,the shareholders' meeting and the scope of voting matters,etc.)and allocates distribution and proportion for mandatory and arbitrary provisionsThe main part of this article can be divided into the following four chaptersThe first chapter analyzes the advantages and disadvantages of the introduction of differentiated equity from the theoretical and empirical levels.Through reasonable collecting and organizing,it is found that differentiated equity is a good response to the heterogeneous reality of shareholders,and it can meet the increasingly complex demand for investment preferences,expanding the company's autonomous space,resisting hostile takeovers,unblocking investment channels in the financial capital market and providing solutions to the legitimacy of terms such as equity repurchase and monetary compensation in the "gambling agreement".According to confirmed data,in recent years,the proportion of listed companies using differentiated equity structures in the capital markets of various countries represents a significant and growing trend.The differentiated equity structure has shown an increasingly important economic status in the emerging economic field.However,differentiated equity will also cause an imbalance in the interests between shareholders and shareholders,shareholders and creditors,causing the risk of abuse of control rights and increased agency costs.The results of data analysis and questionnaire survey from institutions like ISS and ACGA give some negative evaluations of corporate who adopts differentiated equity structure.The core problem is the abuse of control rights.Therefore,while applying differentiated equity,we must focus on restricting control rights to prevent them from losing controlThe second chapter selects the United States with the most mature development of differentiated equity practice and Japan which is also a civil law system with close cultural and economic development level as China to discuss the legislative model and control and restraint mechanisms.Through the analysis of its historical evolution and rule setting,it is found that the "liberal" legislative model adopted by the United States has created a great deal of space for the development of differentiated equity,and there is almost no mandatory regulations for the listing of companies that adopt differentiated equity arrangements by Stock Exchange.However,it is equipped with systems such as securities group litigation with high illegal costs and strict information disclosure,which can play a supporting role in restricting the abuse of control rights.Although the "Company Law" in Japan has set up 9 types of shares,it is more cautious about voting rights and only allows companies to set restricted voting rights.Even if it combines the unit shares with the substantial effect of multiple voting rights,it is difficult to pass the listing review.The above results have significant reference for the construction of Chinese classified-shares systemThe third chapter puts forward the practical problems existing in China's Classified-shares System,and divides them into two levels:micro and macro,that is,the flaws in the rules of the science and technology board's differentiated voting rights mechanism and the obstacles to the development of China's classified-shares system The former can be subdivided into the dilemma of the internal supervision of the board of supervisors,the "term-type" sunset clause has not been introduced,and the credit supervision and punishment system for shareholders with special voting rights has not been established;the latter can be summarized as the development space of the classified-shares system under China's legal framework is not clear,The concept system of class stocks and the conflict of interest adjustment mechanism cannot be effectively establishedThe fourth chapter will explore the construction path of China's classified-shares system in combination with the relevant content in the second section of chapter ?.It can be specifically divided into legislative models,conflict of interest adjustment mechanisms,and related supporting systems such as information disclosure and class shareholder relief.As far as the design of the legislative model of China's classified-shares system is concerned,it should distinguish between closed companies and public companies,adopt a charter autonomy model for closed companies,and adopt a strict type of legal model for public companies.For conflicts of interest among class shareholders,adjustments can be made from the perspective of the articles of association and class shareholders meetings.Finally,combined with the new "Securities Law" revised and effective on March 1,2020,the importance of information disclosure and shareholder relief mechanisms for the development of a classified-shares system is proposed. |
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