Research On The Dual-class Shareholding System Of Chinese Enterprises

Today is an era of science and technology as well as the Internet as its core.Scientific and technological innovative company with the biggest characteristic“manpower is greater than the assets”,and the company founding team plays an important role in the company's long-term development and inheritance of enterprise culture.In the process of development and growth,foreign capital needs to be introduced,and the price of foreign capital entry is the dilution of equity,resulting in the loss of control of the company's founders and their management team.In order to solve the contradiction between financing needs and maintaining control of the company,many companies abandon the traditional model of the same share with the same right and adopt a dual class share structure design.But double equity structure is not perfect.For example,the equity structure is not conducive to the protection of ordinary investors,and there are loopholes in internal supervision.The corporate disclosure is insufficient,and the independent director is an ass,as well as decision-makers seek to maximize their own interests and infringe the interests of other shareholders which leads to increased agency costs and reduced management efficiency.Due to the diversification of interest subjects under the double class share structure and the intensified conflicts of interest of all parties,the research on the holders of special voting shares and their rights and obligations is of great significance.While protecting the interests of public investors,it is very important to seek the balance between corporate governance and investors' interests through institutional research.To begin with,this paper sorts out the previous research results from the three perspectives of the nature,rationality and negative impact of the dual class equity structure.Secondly,two companies,Alibaba and JD.com,are selected as the case study objects to summarize the focus of disputes in the application of dual-class share structure in practice and analyzes it in combination with jurisprudence.Finally,the author puts forward corresponding suggestions based on legal analysis from three aspects: clarifying the rights and obligations of shareholders with special voting rights and the accountability mechanism,perfecting the representative litigation system,and establishing a mechanism for advancing and retreating the holders of special voting rights.