Research On Legal Regulation Of Dual-class Shareholding Structure

This article focuses on the equity structure design of public companies,combines normative analysis and comparative analysis,and discusses from the perspective of empirical.By comparing the historical evolution,status quo,and corresponding legal regulatory experience of foreign the dual-class stock structure.Based on the problems arising in China's practice,it analyzes feasible legal regulatory approaches and lays a theoretical foundation for the introduction of the dual-class stock structure in the future.Combined with several attempts in China,analyze the obstacles that still exist and make targeted debugging and regulation methods suitable for the current situation of China's capital market.The legal regulation research on the dual-class stock structure is mainly carried out from the following four parts:The first part starts with legal theory,clarifies the rationality and necessity of the existence of the dual-class stock structure,and discusses freedom from the perspective of contract freedom.It is also stated that the company's articles of association can stipulate the company's internal governance model within the scope of the law However,it is impossible to break through the scope of legal prohibition,and then through the regulation of the most straightforward basic principles of the securities law of the dual-class stock structure,it is clear that after the introduction of the dual-class stock structure,it is necessary to formulate mandatory for its inherent defects from the legal level Legal rules.The second part is through the historical combing and comparative analysis of the dual-class stock structure outside the domain,through the origin of the dual-class stock structure-the historical combing of the structure in the United States,and comparing the current dual-class stock structure in the United States,Canada and Japan.Attitudes and specific regulatory methods,combined with current specific practices,deduced our country's feasible regulatory direction in the future.The third part first reveals the reason why China needs to introduce the dual-class stock structure,and then through the analysis of two typical cases of the dual-class stock structure Sinicization,guided by the problems arising in practice,to find out the combination with the specific practice in China Changes in the dual-class stock structure and possible obstacles in the legal regulations.The fourth part proposes targeted solutions to the problems arising in China's practical exploration,and appropriately refers to the solutions to existing problems outside the domain,and attempts to clear the obstacles to the introduction of the dual-class stock structure from three main aspects,namely the legal level.The level of securities supervision and implementation to the level of protection of shareholders' rights and interests,in order to establish a relatively perfect legal regulation approach,and finally,the judicial relief will be carried out to moderately broaden the feasible relief channels,so as to strive for the final implementation of the dual-class stock structure.