| dc.description.abstract | With the changing and booming development of the modern technology and the rapid economic, the way of business shall be adjusted to be more flexible and open in order to maintain the competitiveness of the business. However, the traditional shareholder right is placed too much emphasis on the formal principle of shareholder equality, which is far too rigid and outdated under the current legal system . This paper argues that, under the principle of contractual freedom and the investor responsible for the actions themselves, the competent authorities should not unduly interfere with the equity trading design of the shareholders and the company, unless there’s detrimental to the public interest or significant impact to the interests of shareholders.
After the breakthrough of the rigid, traditional and formal principle of shareholder equality, the design of the equity can be different from the principle of “one share, one vote (OSOV)” , and such design is called “dual-class shares” structure. Dual-class shares structure is still a controversial system, so this paper introduces the origin, the development, the basic theory, the application, and the pros and cons of the system, to make the reader recognize the system and give the proper evaluation.
In regards to the evaluation of the adoption of dual-class shares structure of the operators of corporation, in Williams v. Geier case, it was not recognized as that the operators of corporation breach the fiduciary duty for violating the principle of “one share, one vote (OSOV)”,but was reviewed on the different aspects respectively. As for the issue that whether dual-class shares structure is beneficial to shareholders, it should take the economic interests, the interests of voting right, the quality of shareholders consent and judicial review into account by case. And the case of Google Inc. issuing Class C Shares (GOOG stock) is worth considering.
Also, this paper describes and analyzes Alibaba Partnership system as a reference for Taiwan to review the law. Finally, as a conclusion , there’s no sufficient legitimacy to prohibit the dual-class shares structures in theory, but it is still not suitable for Taiwan’s stock market in real to allow the adoption of dual-class shares structure. However, it may be a goal to open it in the future. | en_US |