On The Legal Regulation Of Dual Share Structure Of Joint-stock Companies

The joint-stock companies,nowadays,to our country "company law" the strict "a right to a" principle,and "a right" principle,in today’s open degree rapidly enhance the diversification of the domestic capital market in the joint-stock company additional restrictions,even become the shackles of many enterprises financing and further develop.The principle of "one share one right" has been exposed in the development process of the company in the world.Dual share structure conforms to the governance needs of modern joint-stock companies and the introduction of dual share structure conforms to the development trend of corporate governance in the world.Dual share structure plays an important role in the diversified capital market.Therefore,it is necessary to break through the current restriction of "one share one right" principle and comprehensively promote the localization of dual share structure of joint-stock companies.Consistent with the systems of preferred stock,voting rights,solicitation,action and partner system and similar system,dual ownership structure has a stake in binary rights,the specificity of the subject,and the difference of the limited sexual characteristics of class B common stock transfer,the same in efficiency,fairness and safety level plays a unique value,diversification of the capital market,market investors,investment demand diversity differentiation and specialization trends have emerged in the field of today,under the background in the field of financial reform deepening,the dual shareholding structure is more and more has an irreplaceable role.A large number of high-quality companies to adopt dual share structure in our country choose to overseas capital market,from the side reflects the current our country quality enterprises for the dual share structure is urgent reality demand,and on the legislation of our country "company law" has long been adhering to the principle of the same with the right to a certain degree of breakthrough and gradually achieve the localization of joint-stock company dual share structure is imperative.In addition,the Chinese depositary receipt(CDR)system preliminary established,and the Shanghai stock exchange kechuang slabs take the special voting system company to issue shares,both reflect our country for a stake in the company of dual ownership structure has very strong realistic demand,our CDR system preliminary build also reflects China’s legislature and on certain relevant regulators to adopt dual share structure of the redchip company’s stock to enter the mainland capital market offering to explore,suggests the government welcome high quality Chinese companies listed overseas,return to the domestic market positive attitude,But compared with the dual share structure directly listed company,in its own way,review process has many restrictions and limitations,therefore,in our country under the background of the reform of the financial sector to deepen steadily,the implementation of the dual ownership structure should be comprehensive and applicable,and win the plate for dual share structure of listed companies release,also means that our country capital market after following the CDR public distribution system to explore,the dual share structure companies to participate in the domestic capital market further loosening of attitudes It explains the approval of relevant legislation and regulatory authorities for the adoption of dual-class share structure for the design of corporate equity structure and related corporate governance of technology-based innovative enterprises.In addition,the dual ownership structure can be part of the large shareholders to control of the company and the company financing brought about by the new shareholders of the company all type of separation,this outside investors seems to be a risk in isolation,in ensuring the company founder of the company’s control to encourage investors to invest in the external market,can make the capital and the balance of power reaches a certain extent.Dual share structure of this character makes it to the process of the reform of state-owned enterprises in our country play a more important role,to a certain extent,solve the current state-owned enterprises in the national administrative power and capital initiative imbalances,dual share structure highly fit the need of the mixed system reform of state-owned enterprises in our country,represented by "special shares" system of dual share structure in state-owned enterprises in the field of application,will be to a great extent,to solve the plight of governance in the process of the reform of state-owned enterprises in China to offer help.Compared with relevant systems including preferred stock system,concerted action person system,voting right collection system and cooperative person system,dual-class share structure has the advantages of low financing cost,high efficiency and strong long-term effect,which is also an important reason why more and more enterprises seek to apply dual-class share structure.Dual share structure in the United States,Britain,Singapore,Hong Kong and France,Germany and Japan have a mature regulation system and the application of history,and it is adopted or not and there is no necessary connection between the legal source of the region,such as the same part of the Anglo-American law system between North America and Britain,Hong Kong,Singapore,the attitude of dual share structure is very different,and the same for the mainland legal system country of France,Germany,Japan and our country for understanding the problem of dual share structure is different also.Thus,the application of the dual share structure in effect a country or a region in the different stage of development for the system caused by the weigh and measure the pros and cons of the results,to insist on the principle of same stock rights,the dual share structure is not a disaster,but for a country already accepted dual share structure,dual share structure also is not a panacea,must be precise and appropriate for the system of regulation,to make it in the process of social and economic send a play a positive role maximization,this to the company law in our country in the future the breakthrough with right principle,the localization of dual share structure,There are valuable implications.The localization of the dual-class share structure of joint-stock companies can adopt the legislative mode of directly modifying the current company law and the state council formulating and issuing corresponding administrative rules and regulations.On the premise of not causing a big shock to the company law system in China,it can make steady progress and realize the breakthrough of original principles in legislation.In terms of the specific system design,the legislature should make strict restrictions on the subjects applicable to the dual-class share structure,the restrictions of the industry,the time point of establishment,the qualifications of the subjects holding high-voting stocks and the circulation of high-voting stocks.The dual-class share structure shall be equally applicable to a joint stock limited company as it is to a limited liability company;Moreover,it should not be restricted by too many industries.Companies in different industries,based on their unique business forms and asset allocation characteristics,have the right to decide whether to apply dual-class share structure and the degree of application of dual-class share structure.The establishment of dual-class share structure should take place after the establishment of the company and before the IPO.The holders of class B shares shall be highly consistent with the interests of the company and shall make major contributions to the company’s development or business growth.In addition,in order to maintain the stability of corporate control,high-voting stocks cannot circulate freely in the secondary market.In terms of legal regulation,the autonomous boundary of a company with dual-class share structure should be clarified.In addition,should strengthen the information disclosure of the company,must take in information disclosure of dual share structure of listed companies adopt dual share structure is clear,the necessity of the information disclosure shall include in the content of the terms of dual share structure design,in view of the listed companies,listed companies should also on the feasibility analysis of the dual share structure and the related risk rating agencies to risk rating after the equity structure design professional opinions issued to disclose;In terms of the after-the-fact relief mechanism,we should establish and improve the small and medium-sized shareholders relief system with the class action as the core and professional arbitration as the supplement.