Research On The Special Voting Rights System

The differentiated arrangement of voting rights in the special voting rights system is essentially a special control strengthening mechanism,an institutional innovation to promote the development of emerging economies,and as a unique governance structure,it is increasingly favored by the capital market.Although the current Company Law does not make corresponding arrangements for the special voting rights system,the China Securities Regulatory Commission has allowed enterprises to adopt a special voting rights system in the form of departmental regulations,and the Science and Technology Innovation Board has incorporated the special voting rights system into the Listing Rules,which not only opens up new opportunities for the development of China’s capital market,but also has a forced effect on the reform of the company law.The Draft Amendment to the Company Law(Draft for Comments),released in December 2021,formally includes the special voting rights system in the scope of adjustment of "class shares",with the intention of establishing a special voting rights system framework at the legislative level.However,whether from the departmental rules,the provisions of the Listing Rules on special voting rights,or from the provisions of the Amendment Draft,the current construction of China’s special voting rights system is still in its infancy,and it cannot be effectively consistent with the existing company law theory and corporate governance practice,the content of the Listing Rules is not perfect enough,and the relevant supporting relief mechanisms are not yet perfect,therefore,the focus of this article is to sort out the emergence and theory of the special voting rights system,and refer to the relevant mature experience outside the region.Based on China’s localization needs,we will build a special voting rights system that meets China’s national conditions.In addition to the introduction and conclusion,this article is divided into four chapters.The first chapter of this article summarizes the special voting right system,first,clarifies the concept of special voting rights;secondly,expounds the theoretical basis for the emergence of the special voting rights system from the theory of corporate freedom of contract,the theory of shareholder heterogeneity and the theory of entrepreneurial vision;finally,discusses the advantages and risks of the special voting system,paving the way for the introduction of the special voting right system and the restriction of its constraints in China below.The second chapter of this article expounds the current situation and existing problems of the special voting rights system,introduces the departmental rules and regulations of the China Securities Regulatory Commission and the institutional arrangements of the stock exchange for special voting rights in the Listing Rules,and points out that the special voting rights system has the problems of low legislative level,insufficient supervision mechanism,and imperfect supporting relief mechanism,which provides enlightenment for the construction of the following system.The third chapter of this thesis examines and draws on the special voting rights system from the perspective of comparative law.First of all,the legislative model selection of the special voting rights system is introduced,mainly including the relaxed legislative model of the United States,the strict legislative model of Japan and the flexible legislative model of Singapore.Secondly,the core rules in the special voting rights system are sorted out,and finally,combined with the analysis of chapter II,the institutional experience worth learning from China is extracted.Chapter four of this thesis proposes the construction path of China’s special voting rights system,first,to choose a flexible legislative model,establish a special voting rights system at the level of company law,establish a classified voting mechanism for shareholders of categorical shares and the fiduciary obligations of shareholders with special voting rights;second,systematically build an internal and external supervision mechanism of the special voting rights system from the aspects of a sound and perfect information disclosure system and the company’s internal supervision mechanism;finally,through diversified dispute resolution measures,improve the ex post facto relief mechanism of the special voting rights system.