关键词: 日落条款, 利益失衡, 治理成本约束, 控制权移转

Abstract: In order to realize the development strategy of an innovative country,adapt to the new changes in the financial market and promote the development of the new economy,China allows companies with dual equity structure to be listed on the science and technology innovation board.There are some problems in the dual ownership structure company,such as management solidification and insider control,which damages the interests of external investors.Therefore,it is very important to coordinate the interest relationship between founding shareholders and external investors,resolve the contradiction between controlling shareholders and small and medium-sized shareholders,and safeguard the legitimate rights and interests of small and medium-sized investors.Compared with other rules,“sunset clause”, on the one hand, not only can form a reasonable incentive mechanism,but also can effectively restrain the founder shareholders or the actual controller of the company to limit their bad behavior,and on this basis,it constructs an appropriate control transfer mechanism.In order to give full play to the function of sunset clause,China should revise the existing rules,establish the status of punitive clause,clarify the shareholder qualification,delete the “change of control”,add the sunset clause of good faith obligation,clarify active dilution and passive dilution,and construct the “sunset” review mechanism.

Key words: Sunset Clause, interest imbalance, constraints of governance cost, transfer of control right