Research On The Sunset Clause Under The Differentiated Voting Rights Structure

Following a series of consultation documents and summary issued by the Hong Kong Stock Exchange in April 2018,the main board listing rules were amended to allow companies with dual-class stock structure to be listed on the main board for the first time.For Innovating services,promoting reforms,and pursuing the pursuit of high-quality listing resources,Two months later,a new version of the listing rules was released for public comment,and the fourth section of the listing rules announced in March of the following year clearly stated that " Differentiated voting rights arrangement" is the title,which supports and regulates the listing of companies with dual-class stock structure.The structure of dual-class stock is no longer a new issue in the company's listing field.Whether it is practice or theory,the discussion on it has crossed the threshold of whether it should exist,and turned to how to make it more reasonable.The dual-class stock structure was originally to help the company's founders firmly grasp the company's control rights and avoid dilution of control rights caused by large-scale financing.Some empirical studies abroad have proved that the pure dividends brought about by the dual-class stock structure will continue to decline as the company matures,but the company 's founders always have improper motives to retain this special shareholding structure.Therefore,how to take advantage of the structure of dual-class stock while avoiding negative externalities as much as possible is the problem that the development of differentiated voting rights arrangements has always faced so far.In practice,major exchanges in the world try to use the sunset clause to transform or terminate the dual-class stock structure in time after certain conditions are met to constrain leaders with greater power.The timeliness and auto-initiation of the sunset clause itself enable the attached rules to be self-examined on a regular basis,and the unique advantages in responding to the changing living environment have also expanded the field of application of "sunset".The first chapter of this article is the introduction.It gives a basic introduction to the background and significance of the topic.Based on the review of the current research situation at home and abroad,the research ideas and research methods of this article are determined.Chapter 2 briefly introduces the dual-class stock structure,and analyzes the defects of the dual-class stock structure,including the increase in agency costs and the failure of internal and external supervision,leading to the use of sunset clauses to make up for the defects of the dual-class stock structure.The third chapter expounds the automatic initiation and term features of the sunset clause,points out that the sunset clause effectively restrains the life cycle of the dual-class stock structure,shows that the sunset clause balances the company's control and stability and protects the interests of small and medium shareholders,and combs the sunset clause The specific type.The fourth chapter is the overseas investigation of the sunset clause.The foreign countries focus on the United States,Japan,and Singapore.According to the comparative analysis of the relevant sunset clauses in various regions,it is pointed out that the sunset clause has not been given enough attention.Use for reference.Chapter V is based on the comparison of the listing rules of the Hong Kong region and the mainland version.It analyzes the type of sunset clauses and provides suggestions for improving the voting rights difference arrangement in the existing science and technology board listing rules in China,including refining differences The setting and use of sunset clauses in the dual-class stock structure and the use of publicity and group litigation models guarantee the effective operation of sunset clauses.