Research On The Constraint Mechanism Of Corporate Control Rights Under The Dual-class Equity Structur

In the process of continuous development and self-improvement of modern corporate system,when it comes to the balance between "equity dilution" and "control right",more and more company owners are choosing to abandon the single ownership structure and adopt the differential ownership structure.The contribution and disadvantage of dual-class ownership structure to corporate governance are the same.It is not only a panacea to consolidate corporate control,but also a hidden danger to the healthy order of corporate governance.The design and arrangement of differential voting right share structure in the listing rules of Science and Technology Innovation Board enriches the types of optional share right structure in China’s capital market.More and more high-tech Enterprises adopt double-layer equity structure to gain favor in the capital market and rely on financing to develop rapidly But in the co of the company’s development,while "equity dilution","control" is still controlled by a small number of shareholders,therefore,there is a huge legal risk for the lack of corresponding supervision on the control of the company controlled by the founder or the management by the special voting right under the dual-class ownership structure.At present,the listing rules of the science and Technology Innovation Board mainly restrict the control right of the company in the double-layer equity structure through the prior governance,and the regulation of how to regulate it in the event and the remedy measures for the abuse of control right are still not perfect,this article will carry on the detailed analysis to these questions and give the corresponding consummation suggestion.This paper is divided into four chapters,which will be carried out in accordance with the following research ideas: in the first chapter,the writer makes clear the concept of double-layer ownership structure,and through analyzing its realization way and the past legislative and practical situation,it lays a foundation for understanding and analyzing the long-term value of the innovative technology company and the harm of the control right expansion.The second chapter will point out the concrete problems of corporate control on the basis of the concept of double-layer ownership structure.From the perspective of the transfer of control rights,the supervisory mechanism of control rights,and the consequences of the abuse of control rights,combined with the practice and the characteristics of the double-layer shareholding structure,the author found that the controlling shareholder’s control right is not specific enough in the transfer,the supervision mechanism is seriously inadequate,and the corresponding measures to remedy the abuse of control right are lacking.In the third chapter,based on the analysis of the problems of corporate control,the writer will give out solutions to those problems,that is,combining the practice of the capitalist countries on the double-layer ownership structure with the characteristics of China’s capital market itself,perfecting the withdrawal mechanism and the appropriate restrictive clauses in the prior restraint mechanism,and strengthening supervision in the event,how to perfect the independent director system and perfect the information disclosure to avoid the possible risks;In the fourth chapter,the writer responds to the questions raised in the second chapter,and has systematic suggestions on the legal relief measures of the abuse of the right of control.First,it is necessary to define and refine the controlling shareholders’ responsibility for abusing the company’s control power,so as to make the conditions and ways for them to bear the legal responsibility;And the abuse of the right of control should be restrained by perfecting the method of judicial relief after the fact,and the Special Securities Arbitration Institution and the group action system should be perfected.In short,the application of dual-class ownership structure will bring new challenges to corporate governance.In particular,corporate control is too strong and easy to be abused,which is not conducive to the development of dual-class ownership structure in China,it is also easy to cause damage to the interests of common shareholders.Therefore,it is necessary to combine pre-standard,in-process supervision and ex-post relief on the basis of our country’s corporate governance practice with foreign experience,set up a perfect restriction mechanism of corporate control right.