Abstract:
The promulgation of “ Company Law (Revised Draft) of University, Changchun differential arrangement of voting rights of non-listed companies in domestic legislation, and the system design of class shares will promote major changes in the national commercial system. This law compares and distinguishes different forms of business organizations, narrows the gap between supply and demand of rules, explores the future direction of company law reform, and provides theoretical support and path guidance for category stock legislation. Focusing on the different governance arrangements provided by “SSE STAR MARKET” and “Second-board Market” for the arrangement of voting rights differences, we reflect on the intensity of governance supervision of listed companies. Adhering to the type of thinking of unlisted joint stock companies can help to seek advantages and avoid disadvantages and resist the risk of abuse of power by controlling shareholders. Respecting the autonomy of the articles of association can “clear the way” for limited liability companies to set up a differentiated voting mechanism. The overlapping of pyramid structure, cross-shareholding, circular holding and voting rights difference arrangement increases the interest differences among actual controllers, controlling shareholders and small and medium investors, and aggravates the governance risks of enterprise groups. Under the differentiated voting mechanism, it is necessary to limit the setting time and duration of special voting shares, provide judicial guarantee for small and medium-sized investors to exercise their rights, and improve the right of small and medium-sized investors to withdraw from share repurchase, so as to ensure their rights of rights ofthe inter.