Research On The Protection Of The Rights Of Class Shareholders In China Under The Background Of The Amendment Of The Company Law

The category stock system refers to a system that achieves the diversification of equity structure through the arrangement and combination of the rights and obligations of shares.Due to its value in meeting the diverse needs of both investment and financing parties,it has become an important system in commercial law in many countries.The first draft of the "Company Law of the People’s Republic of China(Revised Draft)",which was released at the end of 2021,clearly stipulates the system of class shares at the level of the company law for the first time,and the subsequent second draft improves the relevant provisions in the first draft.These actions have important pioneering significance.Based on these provisions,there will emerge a large number of class shareholders corresponding to ordinary shareholders in China.However,the new identity has also brought new issues.Due to the inadequacy of the second draft in protecting the rights of class shareholders,it is inevitable that various issues will arise after the draft is formally adopted and implemented in the future.Therefore,it is necessary to further improve the protection of the rights of shareholders of class shares in the context of the revision of the Company Law and in combination with the specific provisions on the class share system in the second draft.In the first chapter of this article,the overall situation of the class share system is introduced,including the concept,characteristics,and value of the class share system,to establish an overall understanding of the class share system.Next,it deeply analyzes the legal basis of the class share system as a justification for protecting the rights of class share shareholders.Chapter 2 first reviews the evolution of China’s class share system in the company legal system,starting with the relevant provisions before this "Company Law(Revised Draft)",and grasping its development in chronological order.Subsequently,based on the second draft of the draft,the article reviews the provisions related to the class share system item by item,affirming its value and significance in creating the class share system,and also sorting out the problems in the protection of the rights of class share shareholders in the draft.With these issues in mind,in Chapter III,I will investigate countries that have established class share systems and have relatively developed commercial laws and practices,and draw on experience and practices that are conducive to the protection of the rights of class share shareholders in China.In the final chapter,in response to the various issues previously identified,based on advanced foreign experience,from five aspects: allowing limited liability companies to set up class shares,enriching the type supply of class shares,improving the existing statutory class shares in company legislation,improving the class voting system,and the invalidation and restoration system of special voting rights,Propose legal considerations on improving the protection of the rights of shareholders of class shares in China against the background of the revision of the Company Law.