Study On Corporate Governance Model Of Dual Share Structure In Emerging Companies

With the rise of emerging enterprises,a large number of excellent enterprises in China's emerging industries have been listed in the United States,resulting in the loss of local high-quality listing resources.This wave of Chinese stocks going to the United States has aroused thoughts in China's capital market.On April 24,2018,the Hong Kong stock exchange HKEX)issued new IPO rules,stating in the consultation summary of listing system for emerging and innovative industrial companies disclosed on the HKEX website that dual-class share structure companies are allowed to be listed.Dual share structure is a controversial topic in our country,it can realize the separation of cash flow rights and voting rights,ensures that the founder of control of the enterprise,but the rationality of the design of the questioning of the scholars at home and abroad and opposition,some scholars think that dual ownership structure can protect the rights and interests of minority shareholders is also the scholar thinks dual ownership structure can damage the rights and interests of minority shareholders.On this basis,this paper believes that a series of questions worth exploring are:why choose dual-class share structure listed for most emerging enterprises?What are the similarities and differences between JD's standard dual share structure and Alibaba's partnership system?What kind of different administrative effect did this kind bring again?At the same time what kind of dual ownership structure model can better balance the founder's control and the interests of minority shareholders?There are some different points from the previous dual share structure theory,this article is based on dual share structure of emerging enterprises JD and Alibaba's case,on behalf of the enterprise with research and analysis method of combining the theory of dual listed equity structure and corporate governance issues related to research,this article first to us-listed Chinese mainland enterprises double equity structure combing and analysis of the basic situation;Secondly,why do emerging enterprises choose dual ownership structure listing combined with the specific case of this paper to answer;Then,the effect of JD's dual-class share listing is analyzed from the perspective of small and medium investors.Meanwhile,the comparison with Alibaba's "partnership system"highlights the drawbacks of the standard dual-class share structure.Then,the market reaction of "Liu qiangdong event" is used to prove the defects of its design,and Alibaba's"inheritance plan" is used to prove the success of its governance mechanism,and the solution to better balance the founder's control and the rights and interests of small and medium-sized investors is proposed from the aspects of model reference and policy Suggestions.Finally,the paper summarizes and draws a conclusion,and puts forward Suggestions to improve the dual ownership structure of emerging enterprises.The study finds that the growth cycle and financing characteristics of emerging enterprises are the main reasons for enterprises to choose dual-class share structure for listing.Through the implementation of dual ownership structure,JD has maintained the corporate creed and corporate culture established by the founder team.However,the founder's absolute control has also increased the risk of decision-making failure and resulted in the loss of minority shareholders' rights and interests.Alibaba has prevented the loss of control through the partnership system once and for all,and formulated the"inheritance plan" to better solve the problems of enterprise strategy formulation,enterprise management selection and inheritance governance.Through analysis,it is concluded that Alibaba's partner system model can better balance control rights and interests of small and medium-sized investors.Compared with the standard dual-class share structure model of JD,dual class share structure should be introduced to the inland cautiously.Meanwhile,the model of dual class share structure should be carefully selected,and supporting policies and investor relief mechanism must be improved before it can be introduced to the inland.