专家您好，这题的解答说明不理解，请详细解析之，谢谢

问题如下：

选项：

A.Two-tier boards

B.Dual-class shares

C.Pre-emption rights

解释：

A is incorrect because two-tier boards is not a mechanismto protect the minority shareholders. At the most basic level, some countries,including Germany and the Netherlands, have two-tier boards with whollynon-executive supervisory boards overseeing management boards.

B is incorrect because dual-class shares typicallybenefits the founders and management, but not minority shareholders. A finalarea in which minority shareholders can feel exploited is through the mechanismof dual-class shares. Typically, one of the classes is restricted to thefounders of a company (or a limited group chosen early in a company’s life) whoreceive multiple votes when compared to the class of shares that subsequentshareholders can invest in, the ones that are typically more freely traded onthe stock market (and those issued freely as compensation to staff,particularly in the case of US technology businesses). It is also the casethat, management, which typically directly benefits from multiple voting rightsand often voting control, will feel less accountable to the broader shareholderbase, with whose interests they are less aligned.

C is correct because another key area for shareholderprotection is pre-emption rights. These rights ensure that an investor has theability to maintain its position in the company. Because these rights comebefore the prerogative of potential external investors, they are calledpre-emptive, and the existence of these rights is why a large equityfundraising by companies is often called a ‘rights issue’.