On The Perfection Of The Double-layer Equity System In My Country

Since the beginning of the dispute between Baoneng and Wanke,the issue of the barbarian acquisition of listed companies has attracted the attention of all parties in the society.In the context of mass entrepreneurship and innovation,while paying attention to protecting the interests of small and medium-sized retail investors,we should also pay attention to the protection of company control rights by the company’s founders and controllers.In the later stage of the company’s entrepreneurship,especially after multiple rounds of equity financing,the founders could not rely on the equity in their hands to control the company.In response to this situation,more startup companies have to introduce a double-layered equity structure to ensure that the founder’s control will not fall into the hands of others.Under the traditional company law,the principle of the same shares and the same rights,one share and one right is deeply entrenched.Although it is conducive to the protection of the rights of small and medium shareholders,it is obviously not conducive to the protection of the controller’s control.Under the principle of company autonomy,special equity systems such as a double-layer equity structure and a "partner" system have gradually been developed.These systems break through the restriction of one share and one right,and pay more attention to the protection of control rights.In our current legal system,we adopt a tacit attitude towards the double-tiered shareholding structure.China ’s main capital market does not allow companies with double-tiered shareholding structure to be listed.Only in the latest launch of the Shanghai Stock Exchange ’s Technological Innovation Board is technological innovation allowed.Enterprises adopt a two-tier equity system.However,at the legal level,both the main "Company Law" and the newly revised "Securities Law" make clear provisions for this.The negative attitude of the major capital markets for a long time has caused high-quality startups with a double-layer equity structure to lose overseas capital markets,which is very unfavorable to China’s capital market development.Under such circumstances,we should rethink whether we should introduce relevant double-layer equity systems in our legal system,so as to better adapt to economic and social development and promote the construction of a socialist market economy with Chinese characteristics.This article starts from our country’s actual situation,considers China’s special market economic system,combines the case of double-layer equity system and the relevant experience of foreign legislation,systematically thinks about our country’s double-layer equity legal system,and puts forward our own suggestions.The proposal mainly starts from two aspects.On the one hand,it is necessary to restrict the two-tier equity system itself based on China’s basic conditions when it is constructed,mainly including restrictions on matters such as shareholding ratio,voting rights multiples,and liquidity.On the other hand,in the process of applying double-tier equity,companies with double-tier equity structure need to be regulated,including information disclosure,external supervision,and investor protection.The two-tier equity system is an innovation of the equity system made by the company to protect the control rights.It has its own characteristics compared to the normal equity system.China’s legal system should fully consider the needs of the entrepreneurial environment,introduce relevant systems in a timely manner on the basis of considering China’s national conditions and the experience of other countries,and do a good job of perfecting the two-tier equity system.