On The Limitation Of Special Voting Rights In The Dual-stock System

With the development of commercial society,"Dual Class Shares Structure " and its special voting rights increasingly significant,in recent years,constantly used by enterprise in the field of high and new technology industries,recently modified the "Company Law of the People's Republic of China(revised draft)" has already started to try from the Angle of company law legislation level of "Dual Class Shares Structure ",The system can make the company founder,give full play to the advantages of "human capital",become the high voting rights of shareholders,weaken the influence of the "financial capital",so as to reduce the resistance in the commercial activity,part against operational risks,but the resulting is to prevent the abuse of its shareholders,restrictions on the special voting rights is the focus of future research."Shanghai Stock Exchange STAR Market Listing Rules" and "Shenzhen Stock Exchange GEM Listing Rules " have double stake in the system of the company for the part,at the same time of empowerment,and prevent the abuse of special voting rights to the largest play double role,fully reference foreign advanced experience,combined with the domestic situation,Reasonable limits on their special voting rights.The first part introduces the dual-class share structure of the listed company and causes reflections :(1)the founder's abuse of special voting rights;(2)The impact of equity equality theory;(3)Conflicts between internal and external supervision of the market.The second part focuses on the theoretical basis of solving the existing problems of the dual-class share system,fully understand the dual-class share system,and analyze the negative impact of the dual-class share system.The third part puts forward suggestions for modification and discusses :(1)the design of dual-class shares in the " company law(revised draft)";(2)Improvement of dual-class share supervision;(3)Improvement of sunset clause;(4)Improve the judicial dispute settlement mechanism to limit the special voting right.From these aspects,we will fully elaborate the problems brought by the special voting rights in dual class shares,and improve and progress its restrictions.