Research On Differential Voting Right System Of Listed Companies In China’s Science And Technology Innovation Board

Technological innovation companies have special needs for corporate governance structures.On the one hand,corporate development faces financing needs,and on the other hand,corporate founders need to maintain control over the company.In order to meet the corporate governance needs of technological innovation enterprises,the Science and Technology Innovation Board(STAR Market)allows technological innovation enterprises that adopt a differentiated voting rights system to go public.Although technological innovation enterprises adopt a differentiated voting rights system and complete the reconfiguration of control rights on the basis of the separation of ownership and control rights,which can ensure that founders have control rights of the company and encourage founders to invest their human capital,the differentiated voting rights system is such a The special corporate governance structure that locks control rights may lead to the weakening of the company’s supervision mechanism and the risk of founders seeking "private interests",posing challenges to the protection of investors’ interests.Finding a differentiated voting rights system that balances the maintenance of founder control and the protection of investors’ interests,and achieves a balance between institutional efficiency and risk prevention is crucial to the development of the country’s capital market.The operation time of the differentiated voting rights system arrangement on the country’s Science and Technology Innovation Board is relatively short,and there are few companies listed on the differentiated voting rights system.There is still room for improvement at the system level.The independent choice of the structure lacks the support of the higher-level law,the current legislative level of the rules is low,and the legal effect is insufficient;the second problem is that considering the practice of the country’s science and technology innovation board and relevant foreign experience,the threshold for listing on the science and technology innovation board with a differentiated voting rights system is too high.High;problem three is that in the face of the increased agency costs brought about by the separation of ownership and control rights under the differentiated voting rights system,and the risk of founders seeking "private interests" and harming the interests of the company or shareholders,relevant regulatory mechanisms and risk prevention mechanisms are not perfect.In this regard,it is necessary to improve the differentiated voting rights system of the country’s Science and Technology Innovation Board in three aspects: pre-regulation,in-process supervision,and post-event relief: The company law class share system and the regulations on fiduciary obligations of controlling shareholders should be improved and refined in advance,and the listing rules should be appropriately lowered in due course.Restrictions on the market value,financial standards and industry scope of listed companies that adopt the differentiated voting rights system;strengthen the internal governance of the company,regulate the abuse of the founder’s control rights through the company’s articles of association,improve the external supervision system such as the information disclosure system,and use diversified means to supervise The differentiated voting rights system operates;the securities class action system is used to protect the rights and interests of investors afterwards.