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一、前言日本早在1899年制定商法典时,就规定公司可设置优先股和劣后股;后在1938年的公司法修订时,又增加了作为企业筹资方法的无表决权股、可转换股份,但在之后相当长的一段时间内,除了上市公司中设定的有关分配盈余金、剩余财产的优先股外,类别股份实际上很少得到应用。可是,近年来,随着上市公司中新形态“子公司业绩联动股(tracking stock)”的出现、高科技风险公司等封闭型公司对于可不依持股数而分配选任董事权利需求的增加、企业对于可作为反敌意收购措施的附否决权类别股份关注的高涨,以及考虑到投资者的投资目的、风险偏好的差异,为了使企业能
I. Preface As early as 1899 when Japan enacted the Commercial Code, it stipulated that companies could set preference shares and inferior shares. Later, when the Company Law of 1938 was amended, non-voting shares as a means of raising funds for enterprises were added. Convertibles , But for a fairly long period of time, in addition to the preference shares listed in listed companies for the distribution of surpluses and surplus property, the class shares are rarely actually used. However, with the advent of a new form of “tracking stock” in listed companies, the demand for closed-end companies such as high-tech venture companies for allocating elected directors’ rights out of stock ownership has increased in recent years , Companies are concerned about the upsurge of concern of the veto power stocks that can be taken as anti-hostile takeover measures, as well as taking into account differences in investor’s investment objectives and risk appetite,