Legal Research On The Two-tier Shareholding Structure System

The dual class share structure,refers to the company issues that two ordinary shares,one is for the founders which owns higher voting rights,the other one is for public investors which owns lower voting rights.Thereby,the founders reach the goal of controlling the company.The dual class share structure not only satisfy the founders financing needs,but also help the founders control the company.Besides,it also makes good use of the human capital advantages of the founder team,and promotes the company's operating efficiency and the long-term developments.But at the same time,the dual class share structure also weakens the company's internal and external mechanisms,and increase the risks of the controlling shareholders infringing the company interests and public investors' interests.In recent years,lots of domestic superior companies,such as Baidu,JD and Weibo,all listed in the United States and adopted the dual class share structure.Lots of country or region,such as Singapore,HK,all modified the rules of “One Share One Vote”,and started to accept the dual class share structure.This phenomenon brought the public attention towards the dual class share structure,and the public discussion about whether our country should bring in the dual class share structure or not.This article started from the basic meaning of the dual class share structure,and analysis the rationality and the benefits or defects of the dual class share structure.Then the article turned eyes into our own country,figuring out that the dual class share structure is not permitted in our current legal system.But the domestic innovative technology companies and the specific state-owned enterprises have a strong needs for the dual class share structure,and the dual class share structure plays a great role in increasing the international competitiveness of capital markets.we also have developed a implementation environment for the dual class share structure.Hereafter,the article made comparisons among the legislative practice of United States,Singapore and HK,and made comparisons between the Facebook and JD.Then Combining with our country's actual conditions,the article put forward lots of proposals of establishing the dual class share structure.Including we shall holding the basic principle of pay enough attention to the internal balances of company governance and public investors' interests,we shall innovate the design of the dual class share structure,we shall improve thesupporting measures,such as information disclosure,independent director,investor litigation.By doing the above things,we can release all the benefits of the dual class share structure under the premise of protecting public investors' interests.Then promote the connection between capital and innovation,achieve a win-win situation of“investment”and“financing”,stimulate the development of Chinese innovative industries,national economic growth,strengthen the international competitiveness of capital markets,and improve the status of the international financial market.