| The preferred stock system is a practical product that can meet the different needs of investment and financing parties.The formal introduction of the preferred stock system in China was the pilot guidance for the preferred stock issued by the State Council in 2013.The property has won the favor of some investors.The introduction of the preferred stock system has not only brought new financing channels and more convenient financing conditions for Chinese corporate financiers,but also provided new robust investment tools for Chinese investors,and has also promoted the development of China’s capital market.The preference shares have the characteristics of fixed dividend rate and preferential distribution of dividends,as well as preferential distribution of residual assets during the company’s dissolution and bankruptcy liquidation,which makes them deeply favored by investors who are unwilling to take more risks but want to sit firmly in the income.However,while enjoying the benefits brought by preferred stocks,it also means that investors have to give up their rights to participate in the actual operation of the company,such as shareholders’ voting rights and management rights,which in turn leads to an increase in conflicts of interest between ordinary shareholders and preferred shareholders.At that time,ordinary shareholders may use their control over the company to limit the dividends of preferred shareholders,making them less or non-divided,posing a serious threat to the rights of shareholders of preferred shares.The nature of preferredstock shareholders also determines that they can neither have the same rights guarantee as the company’s creditors,whether it is profitable or not,and the common stockholders who hold the company’s operating decision-making power to determine the company’s development direction.And the path cannot determine whether the profit is distributed and how much.Therefore,at the level of rights protection,it is necessary to rely on the introduction of laws and regulations,departmental rules and institutional measures to improve the protection of rights of preferred shareholders.As preferred stock system in China is still at the exploratory stage,the legislative level has not clearly stipulated the rights and obligations of preferred stock shareholders,nor has it made detailed provisions for the withdrawal system and relief system of preferred stock shareholders,so the interests of preferred stock shareholders are in reality It is difficult to obtain protection,which will greatly dampen the enthusiasm and confidence of small and medium-sized investors for investment,making the issue of preferred stocks with a relatively small number of shares in a difficult state in China.Therefore,how to further protect the rights of preferred shareholders is an important research issue in the development of financial market economy.This article first introduces the basic connotation of preferred stocks.By analyzing the similarities and differences between the nature of preferred stocks and creditors’ rights and equity,the legal attributes and economic attributes of debts are obtained.Based on the analysis of the conflicting points between the shareholders of the preferred shares and the shareholders of the common shares in risk bearing,judicial discretion and control,the necessity of protecting the rights of the shareholders of the preferred shares is derived.And through data collection and comparison,in-depth discussion of the specific rights and obligations of listed companies in issuing preferred shares in practice,it is concluded that in the process of listed companies issuing preferred shares,there are generally excessive issuance clauses that are similar,all adopt non-public offerings,and shareholders of preferred shares The problem of impaired exit pathways is followed by a cause analysis.And trace its roots,explore the imperfections in the legislation of preferred stocks,theconflict between superior and inferior laws,the lack of fidelity obligations,and draw on the experience of the United States preferred stock system and the founding country ’s preferred stock system in the preferred stock market,and The German and Japanese legislative experience similar to China ’s legislative model,combined with China ’s unique national situation comprehensive analysis,finally put forward specific recommendations on legislative perfection,judicial discretion and freedom of contract to make up for the lack of protection of preferred shareholder rights in the development of the preferred stock system Promote the widespread formal promotion of the preference share system in China and the improvement of the rights protection mechanism for shareholders of preference shares. |
