On The Legal Protection Of The Control Rights Of The Founders Of Listed Companies

As the special human capital of the company,the founders invested a large amount of property capital,intellectual capital and social capital into the company,and determines their core role in the development of the enterprise.The founder's control comes from equity,which is mainly manifested in its actual influence on the company's major decisions,and controls the company through substantive control.The trend of international control allocation gradually shifts from shareholder centralism to board centralism,which means that the founders have difficulty relying on the company's own equity to control the company's affairs.The external capital financing or the employment of professional managers have become the main way to expand the scale of the listed companies.Due to the immature development of current capital market and the imperfect internal corporate governance mechanism,the founder's control is often controlled by foreign investors and managers.In addition,the contradiction between the internal shareholders of the company and the low function of the board of directors are also the main reasons for the fall of the founder's control.The founder's control competition will not only cause internal personnel turmoil,but also destroy the ownership structure,thereby reducing the efficiency value of the company.It also affects the normal operation of the capital market,kills the entrepreneur's passion and reduces the market vitality.In order to solve the problem of the loss of control of founders,some civil law countries adopt a cross-shareholding system to maintain the control of the founders by means of holding each other's shares among listed companies.However,the original purpose of cross-shareholding in China is to promote the reform of state-owned enterprises,and there areobvious deficiencies in application.The Anglo-American legal system countries adopt a dual-class share structure.By issuing two stocks with different voting rights,the founders holds the majority voting rights in the hands to maintain their control.The superiority of the dual-class share structure is worthy of recognition,but it is difficult to implement in the environment of one-and-one-rights principle.Alibaba's partner system provides a path for innovation in the maintenance of the founder's control,enabling partners to control the founder's control of the company by controlling the selection of board members.China should establish a complete and efficient system of protection of founder control based on the basic spirit of company law and the existing legal system.Under the rule of law,companies should fully use the charter autonomy to prevent the loss of control of the founders and improve the internal governance mechanism and ownership structure.Company law should open up a larger area of corporate autonomy,break through the original "one share and one power" principle,and provide a legal basis for the implementation of classified equity,so that companies with class stocks can be listed in China.At the same time,other corresponding supporting laws and regulations should be issued to make legal interpretations on the disclosure of listing of shares,the transfer and withdrawal of the class shares.While protecting the founder's control,it is also necessary to carry out corresponding checks and balances against it,to prevent it from harming the interests of other shareholders or companies in pursuit of personal interests.