Research On The Class Stock System Of My Country's Joint Stock Companies

In March 2019,the Listing Rules of science and Technology Innovation Board of Shanghai Stock Exchange(hereinafter referred to as the Listing Rules)were issued,which stipulated the "difference arrangement of voting rights",which is a challenge and breakthrough to the principle of "one share,one right" in the company law,and plays a greater role in promoting the development of China's growth oriented technological innovation enterprises and Internet enterprises.The contradiction between the company's financing needs and the founder's team's continued control of the company has opened up a new way to solve it.The "class stock system" is the product of the theory of shareholder heterogeneity.The traditional theory of shareholder homogeneity has gradually lost its vitality in the process of market development,such as the diversification of shareholders' investment purposes,the aggravation of contradictions between controlling shareholders and small and medium shareholders,etc.However,the introduction of the class stock system is full of controversy in both academic and practical circles,whether it is the academic debate about agency cost,company supervision and the protection of the interests of small and medium-sized shareholders,or the pressure and setbacks faced by the NYSE in the process of establishing the class stock system,or since the introduction of the rules of the science and technology innovation board in China,only two listed companies have applied for issuance Other stocks.It can be seen that the establishment of the class stock system is not achieved overnight.Although the listing rules have been improved on the basis of the pilot of preferred stock in 2014,there are still many problems due to the imperfect mechanism.For example,in the absence of an effective supervision mechanism,the traditional way of supervision by the board of supervisors is difficult to adapt to the corporate governance under the class stock system,while the independent director system has failed to play its due role due to such factors as the responsibility mechanism and the way of employment,so it is considered as "rubber stamp" by scholars.Orange is orange in Huainan and trifoliate in Huaibei.The establishment and development of the system of class shares need to focus on the class shares,such as the protection and relief mechanism of small and medium shareholders,the improvement mechanism of the general meeting of class shareholders,sunset clause and other systems,and also need to deal with the relationship with the original legal system,such as the principle of one share and one right adopted in the company law.At the same time,we need mature market mechanism.The establishment and development of the system of class shares need to focus on the class shares,such as the protection and relief mechanism of small and medium shareholders,theimprovement mechanism of the general meeting of class shareholders,sunset clause and other systems,and also need to deal with the relationship with the original legal system,such as the principle of one share and one right adopted in the company law.At the same time,we need mature market mechanism.Based on the analysis of the reasons for the establishment of China's class stock system,this paper analyzes the existing system and puts forward suggestions for improvement.Because the ability of scientific and technological innovation and management has certain time limit,and the company needs to constantly fresh management and innovative talents in the operation,so when applying for the issuance of class shares in the listed enterprises of science and technology innovation board,the "sunset clause" should be written in the Charter;Because the capital market needs a higher enterprise autonomy,which is also the value that the audit system pursues for the registration system.In order to safeguard the interests of the company and small and medium shareholders,supervision should be strengthened.Therefore,on the basis of the existing board of supervisors of the company,the independent director system should be established,and the relevant system should be improved so that the independent director can truly integrate into the supervision and management of the enterprise;information disclosure The disclosure system is the premise to ensure the comprehensive and true supervision of the company,and also the guarantee for the rational investment of small and medium shareholders according to their own will.From the separation of ownership and management right to the separation of property rights and control rights,it has become the necessity of further optimization of the market.Now we need to think about how to deal with the relationship between the system of class shares and the principle of the same shares and rights in the traditional company law;How to effectively promote the development of the company,at the same time,more comprehensive protection of the rights and interests of small and medium-sized shareholders;how to strengthen the supervision of the company while the company's core managers gradually control the power of the company;how to effectively coordinate the relationship between capital market competition and the company's long-term and stable implementation of fixed strategies,and inheritance of cultural values.This paper proposes suggestions for the development of the class share system from the aspects of establishing and improving the sunset clause,improving the supervision mechanism of independent directors and board of supervisors,and strengthening the information disclosure system of enterprises.