美国双层股权结构:发展与争论

Dual-class Equity in U.S Development and Controversy

美国双层股权结构是最发达的,但其发展历程并不是一帆风顺的。该制度由于违背了"一股一票"原则,容易侵害投资者的利益而遭到质疑和反对,但交易所之间的竞争最终促使其得到实施。在美国实施该制度的二十多年间,双层股权企业的行业分布很广,但总体上比重却并不高。学术界对双层股权结构一直存在着很多的争论,主要因为双层股权导致的控制权集中既会产生激励效应,但也可能产生壕沟效应。目前,我国许多优秀企业为选择双层股权结构而赴境外上市,进行"监管套利",应该尽快推行该制度,与此同时要采取相应措施来保护投资者的利益。

Though American dual-class equity is the most developed in the world, its development is not going smoothly. Because of violating of ＂one share one vote＂ principle and easily invading the interests of investors, the system has long been questioned and opposed, but the competition between exchanges propels the implementation of the system. During over twenty years of implementing the system, dual-class firms are widely industry-distributed, but the proportion is low. There have been a lot of controversies on dual-class equity, mainly because the control concentrations of dual-class equity have not only incentive effects but also entrenchment effects. At present, many excellent enterprises in China, for the selection of double ownership structure, decide to be listed overseas and implement ＂regulatory arbitrage＂. So the system should be introduced as soon as possible, and corresoondin~ measures should be formulated to protect the interests of investors.