The Research On The Protection System Of The Public Shareholders Undre Dual-Class Share Structure

The remarkable characteristic of dual-class share is the different voting power attached to shares of the company issued ordinary shares,the shareholding structure is designed in order to make the company founders or management for enterprise financing leads to equity dilution and loss of control system with high power,the voting shares of the shareholders the fewer shares control of the company.However,no system is perfect,is advantageous have disadvantage,the interests of public shareholders abuse dual-class share is one of the most prominent problems,therefore,this paper focuses on the combination of theory and practice,explore the problem of public interest protection under the dual-class share,to explore the interests of public shareholders protection path dual-class share structureThis paper mainly launches from the following four parts:The first chapter,the dual-class share and the protection of the interests of shareholders.The part starts from the connotation and characteristics of the dual-class share,clarifying the basic concept of dual-class share,and makes a classification of the dual-class share of ordinary shareholders,the difference and the relation between different voting rights among shareholders of dual-class share,clear concept of high and low voting rights of shareholders voting rights of shareholders,internal shareholders and external shareholders.Finally,through the comparative analysis of different ownership structure of the interests of the shareholders of the size of the risk,compared with a surge of power structure,the interests of public shareholders dual-class share more vulnerable,double ownership structure and the interests of public shareholders risk is one right under the structure of the interests of small shareholders greater risk.The second chapter is the realistic basis of the protection of the public shareholders’ interests under the dual-class share.First of all,the paper analyzes the reasons for the damage of the public shareholders’ interests under the dual-class share from the perspective of the conflict of interest between shareholders,the internal and external supervision mechanism of the company and the internal moral hazard.Then,combined with practice,this paper summarizes and analyzes the realization form of the public shareholders’ interests under the dual-class share.The third part is the theoretical basis of the protection of the public shareholders’ interests under the dual-class share.First,from the analysis of the principle of equality of shareholders,to clarify the relationship between the principle of equality of shareholders equity and the principle of equality,and through comparative analysis,the correct understanding of the principle of equality of shareholders of dual-class share,dual-class share internal shareholders and shareholders in the work of unequal position,correction of unequal status between shareholders,between shareholders seeking the essence of equality is an important basis for the protection of the interests of shareholders.Furthermore,from the economic law of fairness,freedom and efficiency value analysis,explore the dual-class share,fairness,freedom and efficiency balance,double ownership structure among shareholders not equal not laissez faire,nor overkill.Finally,the paper discusses the importance of the principle of inclined to vulnerable groups,under the dual-class share,the public shareholders are weaker than the internal shareholders.The fourth part is about the protection mechanism of public shareholders’interests under the dual-class share.Through the experience of foreign legislation on the basis of general principles,analysis of construction of dual-class share mechanism to protect the interests of public shareholders:protection of shareholder right to know principle,principle of prohibition of abuse of rights and perfect the remedy mechanism.On the basis of these three basic principles,combined with the experience of extraterritorial legislation,through a series of mandatory disclosure mechanism,class voting system and other systems to build dual-class share under the protection of the interests of public shareholders.