Research On Corporate Governance Mechanism Under Dual-Class Share Structure

The main issue discussed in this paper is the corporate governance mechanism under the dual-class share structure.Compared with the traditional one-share-one-vote structure,dual-class share structure is also known as "different voting rights(Hong Kong)" or "different voting rights arrangement(mainland China)".Dual-class share structure originated in the United States and has undergone more than a century of ups and downs.Even in the United States today,the debate has never stopped,and it has once again culminated with the emergence of new economic companies.Many business and academic scholars try to analyze the reasonable basis of the emergence of dual equity structure from the perspectives of law,economy and management,and put forward opinions of support or opposition.The operation of a company must be supported by efficient,economic and legal rules,which we call "corporate governance mechanism",the most important organizational structure of modern companies.The dual-class share structure is a further expansion of the traditional one-share-one-vote structure.On the one hand,this shareholding structure allows entrepreneurs to control the company with less capital input,which is conducive to the long-term development of the company.On the other hand it reflects the recognition of entrepreneurs' intellectual capital,which is the combination of material capital and intellectual capital of modern companies,but also aggravates the separation of ownership and control,forming extreme control by internal management.The excessive separation of ownership and control has led to the increase of agency costs and weakened supervision measures of the traditional governance mechanism,which cannot meetthe governance needs of dual-share structure companies.This paper attempts to analyze the causes and theoretical basis of the dual-class share structure,and take Google,Facebook,Alibaba and other new economy companies' governance mechanisms as examples to discuss the classic dual-class share structure?Alibaba's partnership system and Japanese unit shares.At the same time,by comparing the regulations of major capital market laws and exchanges in the United States,Canada,Japan and Hong Kong,and combining with the provisions of China's technology innovation board voting rights differential arrangement system,this paper further explores the new mechanism of corporate governance under dual-class share structure.This paper is divided into six chapters.The first chapter mainly expounds the concept,causes and related theories of corporate governance mechanism and dual-class share structure.The second chapter summarizes the main problems encountered in the implementation of dual-class share structure at home and abroad and their possible adverse effects.The third chapter analyzes the governance,operation,self-regulation and subsequent trends of a typical listed company with dual-class share structure.The fourth chapter analyzes the attitudes,regulations and development directions of the dual-class share structure in major capital markets such as the United States,Canada,Japan and Hong Kong.The fifth chapter evaluates and compares the voting rights difference arrangements currently implemented by China Sci-Tech Innovation Board(STA Market).In the sixth chapter,on the basis of summarizing the above-mentioned regulation of dual-class share structure of listed companies and major capital markets,the paper puts forward suggestions on the differences in voting rights of China's STA Market and the corporate governance mechanism of listed companies.The last part is a summary of the whole paper.