In the past two months, the dispute over the control of Gome, which attracted the attention of countless people, finally came to an end yesterday. At 7 o'clock last night, the company's extraordinary shareholders' meeting, which received much attention, announced the results. The proposal put forward by Huang Guangyu, the major shareholder, was passed, except for canceling the authorization of the board of directors to issue additional shares. The proposal on dismissing Chen Xiao and Sun as directors and appointing Zou and Huang as executive directors was not passed.
The result of such a vote is both unexpected and unexpected. It is gratifying that most shareholders finally made a relatively compromise and moderate choice: they don't want the company's current management and management personnel to undergo major changes, nor do they want the company's shareholding structure to undergo drastic adjustments in the future. Huang Guangyu seems to be lost for a while, but what Huang said is not "the method of spiritual victory". After all, the veto of the issuance authorization means that Huang Fang will still firmly occupy the position of the company's major shareholder in the future, which also reserves the last capital for the once richest man and a generation of "lean" in China's private enterprises to make a comeback in listed companies in the future.
The continuous fermentation of the control dispute between Gome and China in China's transition period has immeasurable enlightenment value to market economy, society ruled by law, contractual spirit and capital market, corporate governance, shareholders' rights and interests, professional managers' fiduciary responsibility and brand building. This incident is a classic case of modern commercial society in China, because all stakeholders are acting within the scope permitted by the rules, and the government supervision department, as a neutral referee, firmly holds its own boundaries.
Judging from the words and deeds of Huang Guangyu's family and Gome's management represented by Chen Xiao in these two months, the Huang family seems to embody the "fearless" tradition of private entrepreneurs in China. At first, they tried to mobilize public opinion by playing moral and national brands. But from the subsequent changes, we can see that their learning ability is equally amazing. Most of the coping styles of Chen Xiao camp represent a general trend that conforms to the advanced ideas of modern corporate governance in the world. The fundamental reason is why overseas investment analysis institutions and international financial media almost overwhelmingly advise shareholders to vote for the current board of directors and oppose major shareholders. On such issues, real professional analysts will not consider the issue from the perspective of pan-moralization. What they care about is who can better lead the company to achieve excellent performance and return investors.
Chen Xiao has repeatedly raised a perverted question: Since Mr. Huang Guangyu always puts absolute control over enterprises in the first place, why should Gome go public? This problem is of great practical significance in the domestic market where major shareholders often circle money at will and encroach on the interests of ordinary shareholders. In addition, compared with the experienced Chen Xiao team who led Gome out of the predicament and achieved good results, Lawyer Zou and Huang Guangyu's younger sister Huang, who were hastily launched by the Huang family, obviously could not be recognized by investors.
But our analysis is by no means to obliterate the value of Huang Guangyu as the founder of Gome. In fact, it may be that Gome, a public company that has been listed overseas, really needs a smart and capable modern professional manager like Chen Xiao, and our country and society undoubtedly need entrepreneurs very much!
In view of the dispute over the control of the company, both Huang Guangyu and Chen Xiao once uttered malicious words-the former threatened to "larger foe", while the latter retorted. But from the standpoint of China's commercial civilization and progress, we don't want to "break the net", let alone "larger foe". Fortunately, rational investors made the right choice yesterday. (Transferred from the Beijing News, all rights reserved, not allowed to reprint) (Ye Tan, a well-known financial commentator)
Chen Xiao's departure from Gome was doomed from the beginning, with the focus on the thawing of Du Fu's assets. Just as Chen Xiao's original behavior was not a betrayal of Huang Guangyu, Huang Guangyu's current behavior cannot be said to be a lack of morality. Only by leaving the narrow sense of morality can we see the world of listed company governance and professional managers more thoroughly.
This is the case in the capital era, with the sole game goal of whether assets will increase in value in the future. This is the inevitable result of the rational market game, and no one wants the larger foe. From this point of view, the capital market has broken away from the crazy moral attack and taken a step towards rationality.
China's family listed companies can't let professional managers monopolize the power, what's more, this manager is not trusted. Chen Xiao's departure reassured the Huang family.
Last September 15, Bain Capital implemented 159 billion yuan debt-to-equity swap, officially becoming the second largest shareholder of Gome, and the shareholding ratio of Huang Guangyu and his wife was diluted to 32.47%. Bain Capital later announced its support for Chen Xiaofang. The competition between the two major shareholders will shake the foundation of Gome. If Huang Guangyu votes against the resolution of the board of directors, or divests unlisted stores to form a new company, it will be a fatal blow to Gome. As a financial investor, Bain Capital, which has experienced many hardships in the capital market, obviously does not want to see this happen.
After Huang Guangyu's imprisonment, Gome went through a trilogy: the first step, Chen Xiao implemented the man-machine separation mode to ensure that Gome would not have a tragedy of machine crash and death. Bain Capital entered under this background; The second step is to draw a bottom line between Bain Capital and Huang Guangyu through the game between Huang and Chen. The two sides will never touch each other for their own interests, such as Huang Guangyu's controlling stake and control over the company's operations, such as the premium that Bain Capital hopes to obtain; The third step, Chen Xiao went out and entered the era of Huang Guangyu and Bain co-management.
From a series of games played by Gome, it can be seen that in China, the only thing that can compete with the founders of large private enterprises is the power of capital, not professional managers. Even if he becomes the chairman of Gome's board of directors, Gome will not be branded with Zhang. Chen Xiao led Gome out of the shadow of Huang Guangyu's imprisonment, while Zhang Dazhong led Gome onto the track of normal operation, and Gome will move towards normalization.
Enterprises in China seldom lose money because of professional managers. Only by signing gambling agreements with investment banks and buying financial derivatives will they lay the groundwork for being swept out of the house in the future. Mengniu is a lesson from the past, and Niu Gensheng has to ask domestic entrepreneurs for help in a thousand words to prevent Mengniu from falling into the hands of foreign investors. This time, Chen Xiao played a game with Huang Guangyu at the front desk, and the biggest beneficiary was Bain Capital. They let Bain Capital become a major shareholder at a low price, and implemented debt-to-equity swaps, marking a red line for Bain Capital.
Before and after the Gome incident, it conveyed the reality of China, and the market rules were improving, which could separate man from machine and protect the survival rights of enterprises and the interests of investors. Gome's listing in Hong Kong has made use of the relatively perfect Hong Kong rules, which has greatly helped itself. However, the market culture has not changed, and professional managers still have a long way to go from big housekeepers to independent figures. Among them, the Enlightenment of China's Corporate Governance under the Great Competition between China and the United States is taken from the article Enlightenment of China's Corporate Governance under the Great Competition between China and the United States published by Hu Gang, former director of the Development Strategy Research Office of Gome and director of the Management Research Office of the Decision-making Committee.
Three revelations
In the process of family business or sole proprietorship enterprise transforming into modern enterprise, the dispute between Gome and China has made some business owners wait and see and worry, fearing losing control of the enterprise, and also caused mutual distrust between business owners and professional managers. How to effectively protect the rights and interests of enterprise founders through institutional arrangements and the selection of core personnel has become an urgent problem.
1. Construct the protection mechanism of enterprise founders under the principal-agent mechanism. As early as 1932, Bailey and Means pointed out in their book Modern Company and Private Property Rights that the modern company has been out of control, and the company has actually been controlled by a "controller group" composed of professional managers. According to the theory of separation of two rights, the decentralization of equity and the intensification of management specialization make the managers with specialized management knowledge and monopoly information actually control the enterprise, which leads to the separation of two rights. In modern companies, especially joint-stock listed companies, the separation of ownership and control is more obvious. In joint-stock listed companies, investors are the public, and the public cannot directly manage and operate the company, so they must rely on professionals. Moreover, the public pays more attention to the indirect investment in stocks and their own equity returns, which further promotes the separation of ownership and control.
Under the company system of separation of ownership and control, how the owners without control supervise and restrain the operators with control becomes the primary problem, and the principal-agent theory comes into being. The basic idea of the principal-agent theory is: the shareholders of the company are the owners of the company, that is, the principals referred to in the principal-agent theory; The operator is an agent, and the agent is a self-interested economic man, who has demands that are not necessarily consistent with the interests of the company owner and has an opportunistic behavior tendency. Principal-agent theory holds that in order to maximize their own interests, agents are likely to use their power to seek rent, thus damaging the interests of owners. The core problem to be solved in the corporate governance structure under the principal-agent mechanism is agency risk, that is, how to make agents fulfill their loyal obligations and abide by their fiduciary responsibilities.
Mr. Xue Zhonghang, a consultant of Jingbang, expressed his personal views on this, and the founders (entrepreneurs) of enterprises must maintain control over their own enterprises. As a founder, the founder of an enterprise has made outstanding contributions to the development of the enterprise, and his interests and demands should be respected. There are many precedents for the game between founders and professional managers in ancient and modern China and abroad. For example, Disney's major shareholder hired a CEO, but he didn't want the CEO to "expel" the major shareholder for almost 20 years; At that time, the investors of the Empire State Building hired a CEO, who didn't want to rent the Empire State Building at a very low price of 148. Until now, the owners of the Empire State Building have been suing for generations.
In order to prevent professional managers from infringing on the interests of the founders of enterprises, Midea's articles of association have added the founder protection clause, that is, no matter how diluted the equity of entrepreneur shareholders is, they must occupy the majority of the board of directors or their nominees. This kind of founder protection clause is urgently needed by private enterprises in China, and it will be the killer weapon for founders to resist offside and hostile takeover of professional managers at critical times.
2. The safety margin setting of controlling interest. If an enterprise wants to achieve rapid development, the demand for funds is huge, and the enterprise's thirst for funds is understandable, but in any case, equity is the biggest backing of its own rights and interests. Equity determines the right to speak and control, which is the basic feature of modern enterprises. Therefore, if the founder or major shareholder wants to control the enterprise, a very important issue is to set a safety margin for his shareholding ratio to ensure that his shares can overcome various unstable factors.
If the major shareholder "dominates one share" without checks and balances, it may lead to dictatorship and damage the long-term interests of all shareholders; On the other hand, if the shareholding ratio of major shareholders is too low, not only other shareholders may have too many checks and balances, but also there will be a lack of enthusiasm, which will also harm the long-term interests of all shareholders.
For a listed company like Gome, if the founder holds more than 50% of the company's equity, the ownership and control will be highly consistent, and no one can challenge the founder's power; If the shareholding ratio falls below 50%, the ownership and control of the founder of the enterprise will be weakened, and the board of directors will no longer be decided by the founder of the enterprise, but the board members produced by the voting principle will make major decisions on the daily operation of the enterprise. If the shareholding ratio of the founder of the enterprise falls below 30%, not only will the ownership and control rights be weakened again, but their right to speak may also be deprived, and it will be more difficult to pass their own proposals at the shareholders' meeting. According to the articles of association of Gome, shareholders holding more than 65,438+00% of the shares have the right to propose an extraordinary general meeting. If Huang Guangyu's equity is continuously diluted in the next few years, his position as the largest shareholder will be lost, and even the right to convene a general meeting of shareholders will be deprived, which is why Huang Guangyu resolutely opposes Gome's issuance of new shares. The issuance of new shares may dilute Huang Guangyu's shareholding ratio, which will accelerate Gome's "going yellow" from the shareholding ratio.
The security margin setting of stock right is a technology that needs the deep understanding and application of enterprise founders. In the process of enterprise development, the most reliable way for enterprise founders to ensure their absolute power is to control more than 50% of the shares. In the case that the shares cannot reach 50%, it should also ensure that the shares of the concerted parties and themselves are increased to 50%.
3. Professional managers' choice between rationality and law. Shareholders and professional managers are the relationship between fish and water. In most cases, the two sides cooperate tacitly to jointly promote the development of enterprises. However, professional managers, as individuals, inevitably need to make the right choice between rationality and law.
Professional managers should abide by the most basic business ethics and strengthen self-discipline. Professional managers should ask themselves: if I betray the interests of business owners, who will dare to entrust them with heavy responsibilities afterwards? Professional managers should cherish their reputation, which is the foundation for them to settle down. In the long run, professional managers will abide by professional ethics, do their best for the development of enterprises, win the welcome and respect of entrepreneurs, and constantly receive olive branches from entrepreneurs. On the self-discipline of professional managers, Tang Jun can be regarded as an example. In Shanda, Tang Jun helped Chen Tianqiao successfully go public; In Xinhuadu, it not only helped Chen Fashu to enter Tsingtao Brewery and Yunnan Baiyao in the capital market, but also helped its secondary companies to go public. Tang Jun made great achievements, but he despised power and gave himself a clear position, declaring that "professional managers are always the second child".