Research On The Directors' Obligations Of Companies With Double Ownership Structure

Dual-class share structure is one of the important means of corporate governance.Its positive and negative effects on corporate governance have always been the focus of scholars.However,the topic of directors and their obligations is unavoidable in the study of corporate governance.Therefore,it is necessary to make a further discussion in the context of dual class share structure.In dual-class share structure companies,the identities of directors overlap with the identities of some shareholders and have self-continuity,and the residual claims attached to the shares held by them as shareholders do not match the voting rights.The above-mentioned identity characteristics of directors directly or indirectly lead to the differences between the obligations of directors of dual-class share structure companies and ordinary share structure companies.In the aspect of directors' duty of loyalty,due to the imbalance between the voting rights attached to the shares held by directors and the right to claim the remaining property,the opportunism of directors to seize the company's interests through self-transaction and inter-industry competition is on the rise,so it is necessary to improve the relevant legal regulation means and reconstruct the judgment standard.Directors duty of care,the directors' duty of skill and the information disclosure obligation in content,the standard of the judgment and in violation of the obligations on the legal consequences of all the company directors obligations common equity structure has changed,in addition to the obligation of rich content,legislation on judicial clarify responsibility,also need to according to the characteristics of the double diversified ownership structure,board members determine the judgment principle of diversification,and to encourage the director of the spirit of innovation and adventure,supplemented by business judgment rule.In addition,for the fiduciary duty of directors embodied in the anti-takeover process,although it intersects with the scope of directors' duty of loyalty and duty of care,it is necessary to discuss separately in view of the particularity of the applicable subject and the behavior involved.The prior dual-class share structure does not violate the directors' fiduciary duty as a means to resist the hostile takeover,but it is necessary to discuss whether the other clauses of resisting the hostile takeover violate the directors' fiduciary duty on the basis of the convenience of the super-voting right granted to the directors by the dual-class share structure.Finally,directors who violate fiduciary duty need to bear the corresponding legal consequences.In a dual-class share structure company,directors may not only bear the traditional liability for damages according to the company law,but also restrict or deprive the super-voting right which is necessary for dual-class share structure company.Considering that directors of dual-class share structure companies generally sign venture capital agreements with external investors,directors who violate fiduciary duty may also need to bear the legal consequences of cash compensation,share repurchase and other special forms caused by violating the provisions of the venture capital agreement.