The (Re)introduction of Dual-Class Share Structures in Hong Kong: A Historical and Comparative Analysis
Publication in refereed journal


摘要On 24 April 2018, after five years of consultation and deliberation, Hong Kong formally introduced new listing rules to allow the dual-class share structure, also known as weighted voting rights (“WVR”). Under the WVR structure, a special class of shareholders’ voting rights are conferred disproportionately with respect to their equity interest. Historically, some Hong Kong-listed companies adopted the WVR in the 1980s but a ban was imposed in 1989. The debate on the WVR was rekindled by the Alibaba event in 2013. On the one hand, the WVR structure could allow the company management to focus on the long-term goals and enhance the attractiveness of a securities market to potential issuers, particularly the so-called ‘new economy’ companies. On the other hand, the WVR structure may exacerbate the agency problem relating to expropriation and entrenchment. In response to this problem, Hong Kong has put in place relevant supporting mechanisms, such as entry requirements, disclosure requirements and safeguard requirements. From a comparative perspective, the WVR regime in Hong Kong appears to be more stringent than jurisdictions that have either long allowed WVR listings, notably the United States and Canada, or recently chose to do so such as Singapore. Based on a cost-benefit analysis, this paper argues that the (re)introduction of the WVR regime is generally a positive development for Hong Kong, but there are still some lingering concerns. It remains to be seen whether the WVR regime will achieve the purpose for which it was introduced.
著者Robin Hui Huang, Wei Zhang, Kelvin Siu Cheung Lee
期刊名稱Journal of Corporate Law Studies
詳細描述The journal is Tier-1 Journal on the Faculty Ranking List
頁次121 - 155
關鍵詞Dual-class share structure, weighted voting rights, Hong Kong securities markets, corporate governance, shareholder protection

上次更新時間 2020-03-08 於 01:46