Analysis On The Motivation And Economic Consequence Of Adopting Dual Share Structure To Go Public In Scientific And Technological Innovation-oriented Enterprises

This paper mainly studies the dual share structure system,which is popular among innovative technology companies in recent years.With the progress of science and technology and the continuous development of productivity,the scarcity of capital has been continuously reduced,and the relationship between human capital and material capital has changed during the development of the company.This phenomenon is even more evident in high-tech Internet companies,where the importance of quality human capital gradually exceeds that of physical capital.However,based on the adherence to the same share and right system,the single equity system does not reflect the importance of human capital for company operation.In addition,during the expansion of the company and the introduction of external financing,the founders' shareholding was continuously diluted,and they were forced to lose control of the company.The dual-class shareholding structure separates the cash flow right from the control right by giving the founder team class B shares with dual voting rights,which solves the contradiction between external financing and the founder maintaining control.Many technology innovative enterprises represented by JD and Alibaba adopt this structure when they go public.However,due to the agency problem,it is difficult for class B shareholders to effectively control the enterprise,and the information disclosure system is not sound,which makes the dual share structure controversial.In May 2014,JD was officially listed on nasdaq stock exchange in the United States by adopting the dual share system,becoming the third largest Internet listed company in China after tencent and baidu.In September of that year,Alibaba adopted the "partnership system" to go public on the New York stock exchange,which became the largest IPO in the history of the United States.The successful overseas listing of JD and Alibaba has triggered the discussion on the dual share structure in domestic academic circles.At present,our country in addition to Hong Kong did not allow companies to use dual share structure of listed,lead to a large number of high-quality Internet companies for overseas listing,it's no doubt for the development of capital market in China is a huge loss,how to retain the quality of enterprise in domestic market,the equity structure can cause our attention,bring us some enlightenment.This paper first introduces the theory and overview of the dual share structure,and summarizes the development of the dual share structure in the Internet industry in the United States in the past five years.Secondly,from the perspective of shareholder's heterogeneity,JD and Ali as case study object,through the analysis of the case method gradually to maintain control of the founder of the dual share structure and the interests of outside investors protection,and provide a relatively complete market response data,in order to realize the comparison and analysis of different system,for science and technology innovation-oriented enterprises listed financing options provide effective support the cases,references are provided for the equity structure design model for the company.Compared with the existing literature at home and abroad on the differences of different ownership structure analysis,the main innovation point of this essay is focusing on the analysis of the dual share structure itself characteristic and the specific form,and on this basis,the system provides Suggestions for the introduction of the capital market in our country,in line with the current our country support "unicorn" company A shares listed on the policy guidance,the focus of the current problems have certain reference significance.