Legal Analysis Of The Special Voting Power Shares On The STAR Market

Equity structure is the core of corporate governance.In March 2019,China's Science and Technology Innovation Board broke the traditional principle of "one share,one right" and allowed companies with dual class share structure to go public,which was in line with the emerging corporate governance model and conducive to multi-level capital market system.Chinese dual class share structure has its own characteristics.For one thing,it has completed the transformation from approval system to registration system in procedure.For another,comprehensively regulated from establishment to withdrawal stage in content.However,the dual class share structure still has room for improvement.First of all,the legislation system of dual class share structure is short of the superior legal support,such as Company Law.Secondly,the contradiction between special voting shareholders and common shareholders is prominent,which is reflected in the imperfect information disclosure system in the establishment stage,the unbalanced supervision mechanism in the operation stage and the lack of fixed-time sunset clauses in the withdrawal stage.Finally,the litigation mechanism of investors is not perfect,reflecting in high time cost and low efficiency.Based on China's legal environment,this paper draws on advanced legislative experience at home and abroad to build a legal system with Chinese characteristics.To begin with,promote the joint amendment of the Company Law in advance,abide by the mandatory provisions of the law,and at the same time leave some autonomy for the companies with dual class share structure;During the process,the special voting rights restraint mechanism should be strengthened,including the improvement of the information disclosure system?the construction of a diversified supervision mechanism and adding fixed-time sunset clauses,so as to seek the balance between the interests of special voting shareholders and ordinary voting shareholders.Afterwards,establish the representative litigation system of China Securities Investor Services Center to provide effective relief way for investors.