First, the manager's "insider control" of shareholders.
(A) the causes of "insider control"
1. Company ownership and management rights system
2. The imperfection of corporate governance mechanism provides favorable conditions for insider control.
(B) the main performance of insider control
1. Excessive on-the-job consumption, blind over-investment, short-term business behavior, misappropriation of assets, transfer of assets, excessive growth of wages and bonuses, and establishment of personal empire ... violate the obligation of loyalty.
2. Information disclosure is incomplete, untimely, perfunctory and lazy, financial leverage is too conservative, operation is too stable, and innovation is lacking. Violate the duty of diligence.
(C) the basic countermeasures to solve the problem of "insider control"
Although insider control appears inside the enterprise, its root lies outside the enterprise. Because of the slack of external responsibility and the lack of governance function.
1. Improve the corporate governance system and strengthen supervision.
2. Strengthen the supervisory function of the board of supervisors and form the balance of rights within the enterprise.
3. Improve and strengthen the company's external supervision system, and let stakeholders participate in the company's supervision.
Second, the "hollowing out" of minority shareholders by ultimate shareholders.
(1) Reasons
The capital market lacks a protection mechanism for the interests of minority shareholders, and large shareholders may sacrifice the interests of many minority shareholders to maximize their own welfare.
(2) Performance
1. Abuse of company resources
2. Take up company resources
(C) How to do-how to protect the rights and interests of minority shareholders
1. Cumulative voting system
2. Establish an effective civil compensation system for shareholders.
3. Establish voting rights exclusion system
4. Improve the proxy voting rights of minority shareholders.
5. Establish a shareholder withdrawal mechanism.