Research On The Protection Of Public Investors’ Rights Under The Double-Share Structure

Dual class share structure is a challenge to the principle of "one share,one right" in traditional company law,and its essence is the differential allocation of voting rights.In2019,the listing rules of the New Science and Innovation Board of Shanghai Stock Exchange allowed dual-class share structure companies to submit listing applications.However,due to the imperfect formulation of the rules,contradictions and problems have gradually become prominent.Only by analyzing the relevant rules of dual-class share structure,studying and refining the shortcomings of the protection of the rights and interests of public investors,and putting forward suggestions on this basis,can we better improve the legal system of dual-class share structure in China and escort the public investors.This paper discusses the dual class share structure through five chapters.By analyzing the concept and characteristics of dual-class share structure,combined with the current situation of internal corporate governance and external relief mechanism in China,the paper explores the establishment of a complete set of public investors’ rights and interests protection path.Chapter one: Introduction.The practical significance of this paper lies in the deep adjustment of shareholder relations and the balance between mandatory norms and the autonomy function of corporate articles of association.This paper uses literature research method,comparative research method and systematic analysis method to study the protection of public investors’ rights and interests.Chapter two: Overview of dual-class share structure.This paper mainly discusses the theoretical basis of dual-class share structure and the legal provisions of dual-class share structure to protect the rights and interests of public investors in China.With the rapid development of China’s capital market,science and technology innovative enterprises are gradually highlighting their own development potential,which is in urgent need of a new way of corporate governance.In this era,it is timely to implement dual-class share structure.This paper starts from the concept and characteristics of dual-class share structure,analyzes its basic principles,and sets up pre-protection provisions and post-relief provisions through legal provisions,severely punish the improper behavior of the founders and senior management of the company,and broaden the channels to protect the rights and interests of public investors.Chapter three: the inadequacy of protection measures for public investors under dual-class share structure.It is mainly divided into: corporate internal governance failure,lack of external relief channels and stock exchange supervision loopholes.Inside the company,the company founder and senior management enjoy absolute control over the company,resulting in a monopoly chaos.Outside the company,public investors are always in a weak position when their property rights and interests are infringed,and it is difficult to get effective relief.In the supervision of stock exchange,the information disclosure of listed companies is not timely,insufficient,untrue and other disclosure defects,so that the protection of public investors’ rights and interests is lacking.Chapter four: the extraterritorial experience of the protection of public investors’ rights and interests under dual-class share structure.Through the research on the institutional construction prototype of dual-class share structure in the United States,Japan,Singapore and other developed countries,the development process and operation status of dual-class share structure in different countries are summarized,so as to better realize the localization of dual-class share structure.We should start from China’s current institutional construction and draw inspiration from foreign legislation to formulate a plan that is in line with China’s actual legislation.Chapter five: protection path of public investors’ rights and interests under dual-class share structure.It is mainly divided into: improve the governance mechanism inside the company and broaden relief channels externally.Internally define the issuing proportion and transfer rules of high-voting shares,improve the board of directors composition mechanism and independent director system;Outside the company,improve the securities representative litigation system and securities infringement civil compensation mechanism,cancel the pre-litigation procedure;By perfecting the supervision system of stock exchange,perfecting the information disclosure of listed companies and setting up time-limit sunset clauses,the loopholes in supervision of stock exchange can be made up.Conclusion: Summarize and look forward to the protection of public investors’ rights and interests under dual-class share structure.