Research On The Legal System Of Double-tier Equity

In recent years,with the integration of the Internet,technology and traditional industries,a large number of emerging technology companies have been born.These companies have some common characteristics: companies in the initial stage are very fragile,and their development is very dependent on the founders.Decision-making;and the demand for financing is often very strong,and the company needs to develop to a certain stage before it can generate certain profits.In this context,the contradiction between financing and maintaining control implicit in traditional industries has been infinitely magnified,and the founders are faced with the dilemma of stagnant development or premature exit.Faced with the practical problem of how to coordinate this pair of contradictions,the dual-shareholding structure provides an effective solution.In a company with a dual-shareholding structure,its stocks are divided into different types with different voting rights.The founders and management maintain absolute control over the company by holding high-voting stocks,and have incentives for human capital investment and effective resistance.Special value such as hostile takeover.A common equity distribution system in developed capital markets outside the region during the dual-shareholding structure has experienced long-term historical tests and possesses undeniable institutional advantages.According to the provisions of Articles 103 and 126 of the "Company Law",my country has always followed the principle of one share,one share and the same share and the same rights.On the basis of fully safeguarding the principle of equity equality,these two are also theoretical and practical circles.The always recognized equity matching model.However,under the principle of company autonomy,shareholders reached consensus through a majority or unanimous decision,and through the issuance of shares with different voting rights,income rights and voting rights were separated separately.Between high-voting stocks and high-voting stocks,ordinary shares The “same share with the same rights” rule is still followed between shares and common shares,and the principle of equality of shareholders is not violated.The dual shareholding structure is a new deconstruction of "one share,one right" in the new era.The same type of shareholding has the same rights.In addition,Article 131 of the "Company Law" gave the State Council the right to issue other types of shares,and also reserved room for the emergence of a dual-shareholding system.The dual-shareholding structure has developed greatly in my country in recent years.The Securities Regulatory Commission issued the "Regulations for the Registration of Initial Public Offerings on the Science and Technology Innovation Board" in 2019.In the same year,the Shanghai Stock Exchange established a framework for dual equity structure.The specific regulations are reflected in the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules".Formally allow companies with special voting rights arrangements to go public.This paper analyzes the capital market soils of major jurisdictions that adopt dual-shareholding structures,combining with my country’s current legal system and the development of financial markets,and analyzes the Shanghai Stock Exchange’s emerging regulatory model for companies listed on dual-shareholding structures,focusing on dual-shareholding structures.The company’s corporate access rules,qualifications of special voting rights holders,exercise restrictions,existence restrictions,internal supervision and information disclosure,etc.,address the incomplete legislative system of my country’s current dual-shareholding structure and insufficient protection of vulnerable voting shareholders.The localization construction plan of the system includes: First,improve the supervision mechanism of super voting rights,and appropriately establish the sunset deadline and the repurchase request mechanism.Second,improve the company’s internal governance system and supervision methods,and remove institutional obstacles to the introduction of dual-shareholding structures by modifying or expanding the interpretation of the company law.Third,extend the scope of fiduciary obligations to large shareholders,especially controlling shareholders with super voting rights,and set a minimum information disclosure benchmark to protect the right to know of small and medium shareholders.Through the construction of corresponding supporting measures,the positive value of the system will be brought into full play within the scope of the entire capital market and the negative impact will be controlled within a certain range.