中国双层股权法律制度的实践与理论问题

Abstract

A dual-class structure for listed companies helps raise capital and keeps the control that founders have from being diluted. Scholars who hold the view of “one share one right” oppose dual-class structure mainly from the perspective of safeguarding the democracy and equality of shareholders and the theory of shareholder homogenization. However, scholars who support dual-class structure explain the role of dual-class structure for companies from the perspective of substantial equality between shareholders and the heterogeneity of shareholders. Dual class structure has been introduced into Chinese mainland and some new practices have been achieved. Dual class structure has exposed some problems in practice. The controlling shareholder’s permanent control of the company and the information asymmetry are the disadvantages of dual-class share structure. To this end, the author puts forward two suggestions: one is to improve the “sunset clause” system to prevent the permanent control of the company; the other is to strengthen the obligation of information disclosure to ensure the interests of minority shareholders.