Research On The Protection Of The Rights And Interests Of Small And Medium Shareholders Under The Dual Equity Structur

As the logical starting point of corporate governance,equity structure plays an important role in balancing the rights and interests of corporate shareholders.The dual ownership structure is different from the "one share,one right" structure.Its biggest characteristic is that the separation of control rights and earnings rights is achieved in corporate governance,enabling internal shareholders to obtain stocks with higher voting rights at lower cash flow costs,thereby achieving effective control over the company.The conflict of interests between shareholders caused by differences in voting rights under the dual ownership structure is the primary issue to be resolved when applying the dual ownership structure.Only by balancing the conflict of interests between shareholders and protecting the rights and interests of small and medium-sized shareholders can the dual ownership structure develop in the capital market for a long time.This article aims to analyze and explore the practical value of dual ownership structure and the ways to achieve conflict balance from the perspective of conflict and balance of interests among shareholders.This article focuses on the following four aspects:The first part is the basic concept and theoretical basis of dual ownership structure.Firstly,this article explains the essence of the separation of "control rights and income rights" and the resulting conflicts of interest among shareholders.Then,by analyzing and comparing the differences between the principles behind the conflict of interests of shareholders in the company under the principle of the same shares and the same rights and applying the dual ownership structure,it lays the groundwork for the infringement of the interests of small and medium-sized shareholders under the dual ownership structure.The second part is a specific analysis of the conflict of interest between shareholders and the infringement suffered by small and medium-sized shareholders under the dual ownership structure.By analyzing the conflicts of interests between shareholders with different voting rights in the company’s operation under the dual ownership structure,this paper discusses the conflicts of interests among shareholders from three aspects: the development goals of the company,the transfer of control rights of the company,and the inconsistent interests in the company’s decision-making.Further,it analyzes relevant issues such as the infringement of minority shareholders’ decision-making rights to participate in the company’s operations,and the abuse of status by high voting rights holders,which leads to moral hazard and infringement of minority shareholders’ interests.The above discussion illustrates the importance of protecting the rights and interests of small and medium-sized shareholders under the dual ownership structure.The third part discusses the current situation and shortcomings of dual ownership structure in China.China’s "Company Law" gives limited liability companies great freedom of choice,but does not give listed companies the space to apply a dual ownership structure.When introducing a dual ownership structure,China’s Science and Technology Innovation Board has established various systems to protect the rights and interests of small and medium-sized shareholders.However,in the actual operation process,there are still issues such as information disclosure that need to be improved,regulatory bodies that need to be clarified,and unreasonable qualification restrictions for holders of super voting shares.This article aims to propose solutions to the existing problems in the current system through analysis.Establish a complete mechanism for protecting the interests of small and medium-sized shareholders,and ensure the long-term and stable development of the dual equity structure in China’s securities market.The fourth part is the construction of the protection system for small and medium-sized shareholders under the dual ownership structure.This chapter aims to balance the conflict of interest under the dual ownership structure through specific institutional construction,engaging in three aspects: pre prevention-mandatory information disclosure system,in-process restrictions-provision of independent directors’ supervisory responsibilities,exit mechanisms with special voting rights,and post relief-shareholder class action system,and plans to develop a comprehensive protection path for small and medium-sized shareholders.