Research On The Protection Of The Rights And Interests Of Small And Medium Shareholders Under The Background Of The Class Share System

With the evolution of capital market,the assumption of shareholder homogeneity is overturned by the reality of shareholder heterogeneity.The class share system separates and reorganizes the property rights and control rights under the equity,which not only meets the real needs of shareholders’ heterogeneity,but also innovates the company’s financing methods and enriches the company’s financing channels,reflecting the company law.The principle of autonomy in private law is an indispensable part of the modernization and evolution of my country’s company law.However,the class share system also has certain drawbacks.It breaks the original balance of interests within the company,triggers a diverse and complex pattern of internal conflicts of interest,makes the internal and external supervision mechanisms of the company fail,and aggravates the damage to the rights and interests of small and medium shareholders.Under the background of the class share system,the protection of the rights and interests of minority shareholders faces enormous challenges.Therefore,we urgently need to conduct in-depth research on the protection mechanism of the rights and interests of minority shareholders under the background of the class share system.With the help of principal-agent cost theory and fiduciary obligation theory,the protection of the rights and interests of minority shareholders under the background of the class stock system is analyzed in depth.In view of the fact that the principal-agent cost is the sum of the principal’s supervision fee,the agent’s guarantee fee and the residual loss,the analysis of the change of the agency cost under the class share system can lead to the source of the conflict of interest.Based on the fiduciary duty theory,this paper analyzes the evolution of fiduciary duty under the class share system,and provides a blueprint for minority shareholders to seek conflict of interest resolution mechanisms.The developed capital countries outside the territory are at the forefront of the class share system and have a series of conflict resolution mechanisms,which can better protect the rights and interests of small and medium shareholders,including information disclosure regulations,class voting mechanisms,sunset clauses,objection assessment mechanisms,and class action systems.And so on,these explorations can provide useful inspiration for my country to improve the class share system and protect the rights and interests of small and medium shareholders in the future.In the future,my country should improve the protection mechanism for the rights and interests of small and medium shareholders under the background of the class share system from multiple dimensions.First,comprehensively stipulate the information disclosure regulations under the class share system,and give special reminders to the risks related to class shares.Second,improve the category voting mechanism,respectively from the three aspects of application premise,scope of application,and application procedures.Third,improve the provisions of sunset clauses,respectively from three aspects: type expansion,differential application,and punishment mechanism.Fourth,an objection assessment mechanism is introduced,and clear provisions are made in terms of triggering matters and exercise procedures.Fifth,to ensure the operation of the class action,it is carried out from the two aspects of refining the procedure of the class action and introducing the winning compensation system.