论类别股的公司法规范
发布时间：2019-05-05 14:06
【摘要】：类别股是指相互之间具有不同种类、不同权利内容、不同利益效果的股份的统称。类别股的设置是市场化选择的结果,其在满足不同投资者的投资偏好及公司日益增长的融资需求的基础上,致力于使公司获得经营与管理上的双重竞争优势。类别股制度已有百余年的发展历史,基于其独特的制度优势而为美国等西方发达国家的公司法所创设,并成为现代公司法重要的组成部分之一。近些年来,伴随着经济全球化的不断深入,跨国公司之间国际竞争也不断激化,日本、韩国等亚洲国家开始普遍注意到类别股制度无法取代的优越性,并纷纷在本国公司法中确立类别股制度,旨在提高本土企业的国际竞争力。随着我国市场经济改革不断深化,为了满足不同企业间日新月异的发展需求,不断提高我国企业的国际竞争力,类别股制度对我国社会经济发展的重要性自然不言而喻。作为亚洲第一经济强国,我国虽在《优先股试点管理办法》及其他的一些行政规章中零散地规定了某一种类别股的内容,但我国公司法及相关法律法规却从未正式地确立过类别股制度。类别股制度在我国立法上的缺位,一方面直接导致公司法及相关配套法律规范在面对日益复杂的资本市场交易时显得异常迟钝,甚至力不从心,另一方面则使得大量的国内优质企业因我国公司法的重重限制而被迫向国外谋求更深入的发展。在学术研究上,我国学者对类别股制度的研究大多止步于介绍西方发达国家类别股制度的立法状况,对于我国类别股制度构建的研究则少之甚少,甚至没有专门的著作对类别股制度进行深入研究,更没有国家相关机关对类别股制度做出过正式的回应,可见类别股制度在我国理论界也并未获得应有的重视。鉴于此,本文试图在借鉴西方发达国家类别股制度优秀成果的基础上,提出构建我国类别股制度的若干具体建议,为我国类别股制度构建贡献出一份绵薄之力。本文主要分为绪论、正文和结语三个部分,正文又分为四个部分,主要内容如下:第一部分主要从类别股制度的基础理论入手,分别阐释类别股的定义、构成要件、特征、理论基础及现实意义,为探讨我国类别股制度构建做理论性铺垫。第二部分主要和分析类别股制度在我国的立法现状与发展空间,并从我国现行公司法体系中寻求构建类别股制度的合法性基础,为我国类别股制度构建提供法律发展空间。第三部分主要介绍类别股制度在主要英美法系国家和大陆法系国家中的立法实践,依次对美国、英国、德国、日本的类别股制度的构建历程与现状进行总结和评价,为我国类别股制度构建提供制度性借鉴。第四部分主要论述类别股制度的立法模式选择、实体性及程序性规范以及类别股股东权利保障和救济措施研究方法,提出构建我国类别股制度的具体建议。
[Abstract]:Class shares refer to shares with different kinds, rights and benefits. The setting of class stock is the result of market-oriented choice. On the basis of satisfying the investment preference of different investors and the increasing financing demand of the company, it strives to make the company gain the dual competitive advantage of operation and management. Class share system has a history of more than one hundred years. Based on its unique institutional advantages, it was established for the public justice institutions of western developed countries, such as the United States, and has become one of the important components of modern company law. In recent years, with the deepening of economic globalization and the intensification of international competition among transnational corporations, Asian countries such as Japan, South Korea and other Asian countries have begun to pay general attention to the superiority of the category stock system that cannot be replaced. In order to improve the international competitiveness of local enterprises, class stock system has been established in domestic company law one after another. With the deepening of market economy reform in China, in order to meet the rapid development needs of different enterprises and improve the international competitiveness of Chinese enterprises, the importance of class stock system to the social and economic development of our country is self-evident. As the first economic power in Asia, although China has scattered the contents of a certain category of stocks in the pilot Management measures for preferred stocks and other administrative rules and regulations, However, China's company law and related laws and regulations have never formally established the class stock system. The absence of class stock system in China's legislation, on the one hand, directly leads to the company law and related supporting legal norms in the face of increasingly complex capital market transactions appear to be extremely slow, or even inadequate. On the other hand, a large number of domestic high-quality enterprises are forced to seek more in-depth development abroad because of the restrictions of our company law. In academic research, most of our scholars' research on the category stock system is limited by introducing the legislative situation of the class stock system in the western developed countries, but very little research on the construction of the category stock system in our country. There is not even a special work to study the category stock system in-depth, not to mention the relevant organs of the state have made a formal response to the category stock system, it can be seen that the category stock system has not been given due attention in the theoretical circle of our country. In view of this, this paper tries to draw lessons from the excellent achievements of the class stock system in the western developed countries, put forward some concrete suggestions on the construction of the category stock system in our country, and contribute a meagre contribution to the construction of the class stock system in our country. This paper is divided into three parts: introduction, text and conclusion, and the text is divided into four parts. The main contents are as follows: the first part mainly starts with the basic theory of the class stock system, explains the definition, the constituent elements and the characteristics of the category stock system respectively. Theoretical basis and practical significance, in order to explore the construction of category stock system in China as a theoretical basis. The second part mainly analyzes the legislative status and development space of the class stock system in our country, and seeks the legitimacy foundation of the category stock system from the current company law system of our country, and provides the legal development space for the construction of the category stock system of our country. The third part mainly introduces the legislative practice of the class stock system in the main common law countries and civil law countries, and then summarizes and evaluates the construction process and the present situation of the classification stock system in the United States, Britain, Germany and Japan. It provides the institutional reference for the construction of the class stock system in our country. The fourth part mainly discusses the choice of legislative mode, substantive and procedural norms, and the research methods of protection and relief measures for the rights of shareholders of category shares, and puts forward some concrete suggestions for the construction of the system of category shares in China.
【学位授予单位】：武汉大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D922.291.91
本文编号：2469627
[Abstract]:Class shares refer to shares with different kinds, rights and benefits. The setting of class stock is the result of market-oriented choice. On the basis of satisfying the investment preference of different investors and the increasing financing demand of the company, it strives to make the company gain the dual competitive advantage of operation and management. Class share system has a history of more than one hundred years. Based on its unique institutional advantages, it was established for the public justice institutions of western developed countries, such as the United States, and has become one of the important components of modern company law. In recent years, with the deepening of economic globalization and the intensification of international competition among transnational corporations, Asian countries such as Japan, South Korea and other Asian countries have begun to pay general attention to the superiority of the category stock system that cannot be replaced. In order to improve the international competitiveness of local enterprises, class stock system has been established in domestic company law one after another. With the deepening of market economy reform in China, in order to meet the rapid development needs of different enterprises and improve the international competitiveness of Chinese enterprises, the importance of class stock system to the social and economic development of our country is self-evident. As the first economic power in Asia, although China has scattered the contents of a certain category of stocks in the pilot Management measures for preferred stocks and other administrative rules and regulations, However, China's company law and related laws and regulations have never formally established the class stock system. The absence of class stock system in China's legislation, on the one hand, directly leads to the company law and related supporting legal norms in the face of increasingly complex capital market transactions appear to be extremely slow, or even inadequate. On the other hand, a large number of domestic high-quality enterprises are forced to seek more in-depth development abroad because of the restrictions of our company law. In academic research, most of our scholars' research on the category stock system is limited by introducing the legislative situation of the class stock system in the western developed countries, but very little research on the construction of the category stock system in our country. There is not even a special work to study the category stock system in-depth, not to mention the relevant organs of the state have made a formal response to the category stock system, it can be seen that the category stock system has not been given due attention in the theoretical circle of our country. In view of this, this paper tries to draw lessons from the excellent achievements of the class stock system in the western developed countries, put forward some concrete suggestions on the construction of the category stock system in our country, and contribute a meagre contribution to the construction of the class stock system in our country. This paper is divided into three parts: introduction, text and conclusion, and the text is divided into four parts. The main contents are as follows: the first part mainly starts with the basic theory of the class stock system, explains the definition, the constituent elements and the characteristics of the category stock system respectively. Theoretical basis and practical significance, in order to explore the construction of category stock system in China as a theoretical basis. The second part mainly analyzes the legislative status and development space of the class stock system in our country, and seeks the legitimacy foundation of the category stock system from the current company law system of our country, and provides the legal development space for the construction of the category stock system of our country. The third part mainly introduces the legislative practice of the class stock system in the main common law countries and civil law countries, and then summarizes and evaluates the construction process and the present situation of the classification stock system in the United States, Britain, Germany and Japan. It provides the institutional reference for the construction of the class stock system in our country. The fourth part mainly discusses the choice of legislative mode, substantive and procedural norms, and the research methods of protection and relief measures for the rights of shareholders of category shares, and puts forward some concrete suggestions for the construction of the system of category shares in China.
【学位授予单位】：武汉大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D922.291.91
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