| As the logical starting point of corporate governance,ownership structure plays an important role in balancing corporate power and interests.Different from the single ownership structure of “one share,one right”,the dual-class share structure based on the heterogeneous realistic needs of shareholders mainly separates cash flow rights and control rights,so that internal shareholders can obtain shares with higher voting rights at a lower cost of cash flow,so as to achieve effective control over the company.Based on the obvious advantages of stable control,dual-class share structure was widely used in the United Kingdom,the United States and other European and American countries in the early 20 th century.However,due to the risk of infringement on the interests of small and medium investors,dual-class share structure was widely used in the capital market of various countries until recent years.These disputes have also attracted extensive attention from the academic circles at home and abroad,and related studies have been carried out on them.However,no consensus has been reached on whether it is benefit embezzlement or internal incentive.In June 2019,the Chinese government allowed innovative companies with dual-class share structures to be listed on the Science and Technology Innovation Board.Obviously,how to protect the interests of small and medium investors has become the key to the dual ownership structure of the science and technology Innovation Board.At present,the dual-class share structure is in the initial stage of development in China,the relevant research is relatively lagging behind and the number is small,investors are relatively unfamiliar to it,the listing rules are not sound,and the protection mechanism for the interests of small and medium investors is not perfect.It is based on the shortcomings of theory and reality that this paper focuses on the protection of interests of small and medium investors under dual-class shareholding structure.Integrated use of literature research,comparative analysis and empirical analysis method,and analyzed relevant literature,to clarify the core concept and theory,on the basis of the institutional change of dual share structure and controversy focus on the system analysis,this paper expounds the for protecting minority investors’ benefit countries run the importance of the double system of ownership structure;Second from the issue of access,listed operation,withdrew from the three stages of dual share structure system under the specific provisions of protecting minority investors’ benefit through the contrast analysis of capital markets in the United States system as reference,on the basis of analyzing the current dual share structure system kechuang board market in aspects of protecting minority investors’ benefit;Again,in view of the dual share structure exists on an empirical analysis about the problem of medium and small investors interests,the empirical results show that the dual share structure under management to hold high the voting shares,the more the lower the proportion of cash flow right,the separation of cash flow rights and voting rights will be higher,for small and medium-sized investors interests violation will have more serious;Then,based on the empirical results and the necessity of protecting the interests of small and medium investors in the science and innovation Board,the mechanism of protecting the interests of small and medium investors in the science and innovation board under dual share structure is constructed from the three aspects of regulators,small and medium investors and listed companies,centering on the three stages of issuing access,listing operation and conversion and withdrawal.Finally,the main conclusions,limitations and future research directions of this paper are clarified. |
