After the company is controlled by other companies, if an enterprise has a loyal service enterprise and a United and diligent employee, the enterprise will operate better, so that not only the employees can grow, but also the company can grow. What will happen to the following shared companies after they are controlled by other companies?
What does it mean for 1 company to be controlled after the company is controlled by other companies?
Holding a company means that the company becomes a subsidiary of another company or the company's right to speak has changed, and whoever holds more shares may have the final say. The control at the equity level includes absolute holding and relative holding, in which absolute holding requires a shareholding ratio of 67%; The absolute shareholding ratio must reach at least 565,438+0%.
Holding means that a company controls a company by holding a certain number of shares. Institutions holding more than 50% of shares are enough to control the business activities of joint-stock companies. However, a low shareholding ratio does not necessarily mean that there is no right to speak, depending on the actual situation.
Companies include limited liability companies and joint stock companies. A joint stock limited company shall have two or more promoters but not more than 200 promoters, and the shareholders shall be liable to the company to the extent of their subscribed shares. The establishment and dissolution of a company have strict legal procedures and complicated procedures.
The legal characteristics of a joint stock limited company include stricter conditions for establishment; Have a strict internal organization; Equal shares; In a typical joint venture company, the company's credit is completely based on capital; A joint stock limited company is an enterprise legal person and independently bears civil liability according to law.
After the company is controlled by other companies, what if the company is merged by other companies?
After the merger, the original labor relations remain unchanged, and employees do not need to re-sign labor contracts. If the employees of the merged company change due to salary, position, welfare and other factors, the employees have the right to choose to stay or stay freely. If the employee chooses to leave, the company needs to compensate the employee accordingly.
Corporate merger is when one company is taken over by another. Its characteristics are that the merged company loses its subject qualification, while the subject qualification of the merged company still exists; All assets of the merged company belong to the merged company. At this time, one company survives and the other company loses its legal personality.
2. What are the main forms of company merger?
1, purchase merger
Purchase merger refers to the acquisition of the assets of the target enterprise by the acquirer. This form is generally based on cash acquisition, which will buy out the overall property rights of the target enterprise. This kind of acquisition only calculates the overall asset value of the target enterprise and determines the purchase price according to its value. The merging party does not negotiate with the merged party how to deal with the debt. When the enterprise completes the merger, it pays off its debts.
Purchase and merger will make the target enterprise lose the qualification of economic subject. The purchase price of the acquired enterprise is actually the bid of the acquired enterprise after paying off its debts. Therefore, even if the acquired enterprise bears the debt of the target enterprise, the assets of the target enterprise are still greater than the debt, which makes the acquired enterprise gain practical benefits.
2. Debt-based consolidation
Debt M&A means that when the assets of the target enterprise are equivalent to the debts, the acquirer accepts the assets of the target enterprise on the condition of assuming the debts of the target enterprise. As a merged enterprise, all assets are integrated into the merged enterprise, and the legal entity disappears and loses the qualification of economic entity. According to the principle of reciprocity of rights and obligations, the merged enterprise has no reason to acquire the property of the merged enterprise and refuse to bear its debts.
The characteristic of this kind of merger is that the merged enterprise will absorb the debts and overall property rights of the merged enterprise, so as to undertake the debts of the merged enterprise and realize the merger. The transaction of merger behavior is not based on price, but on the ratio of debt to overall property value. Usually, the target enterprise still has potential or available resources.
3. Absorb the merger of shares.
Absorb the net assets of the merged enterprise as share capital, invest in the merged party and become the shareholders of the merged enterprise.
Incorporating shares into a merged enterprise will merge all the assets of the merged enterprise into the merged enterprise, and the merged enterprise will no longer exist as an economic entity. Share absorption also occurs when the assets of the merged enterprise are greater than the debts. The owner of the merged enterprise and the merged enterprise have the right to share dividends and bear the obligation to bear losses. In countries with relatively perfect market economy, there are many forms of this merger. These include asset sharing, stock exchange and so on.
4. Holding merger
Holding merger means that an enterprise realizes holding and merger by buying shares of other enterprises. As an economic entity, the merged enterprise still exists and has legal personality, but it has been transformed into a joint-stock enterprise. As a new shareholder of the merged enterprise, the merged enterprise should not bear joint and several liability for the original debts of the merged enterprise, and its risk liability is limited to the share capital contributed by the holding company. Therefore, the debts of the merged enterprise are paid off by itself within the limit of all the property it manages, and bankruptcy will be treated as such in the future, which has nothing to do with the merged enterprise.
This kind of merger no longer takes cash or debt as the necessary transaction condition, but takes the company's share as the basis and the holding condition as the basis to realize the possession of the property rights of the merged enterprise. This kind of holding merger is generally a merger in the course of enterprise operation, rather than a transfer through the suspension of production. This is a peaceful form of merger.
Three, what are the matters needing attention in enterprise merger contract disputes?
We should pay attention to distinguish between enterprise merger and enterprise merger, which are two easily confused concepts. As mentioned above, business combination is the superordinate concept of business combination, and business combination is the most solid form of business combination. Realizing the holding of an enterprise in the form of acquisition belongs to business combination, which is different from business combination. The main differences between them are:
(1) Enterprise holding is a form of enterprise acquisition, which belongs to the behavior of enterprise shareholders; Enterprise merger is an enterprise behavior, but it needs the approval of the shareholders' meeting.
(2) Enterprise holding does not eliminate the subject qualification of the controlled enterprise, and enterprise merger leads to the elimination of the subject qualification of the absorbed enterprise or the merged party (newly established merger).
(3) The legal consequence of enterprise holding is only that the equity of the controlled enterprise changes, and the assets and liabilities of the enterprise do not shift.
The legal consequence of enterprise merger is that the enterprises involved in the merger can be eliminated without liquidation, and the assets and liabilities of the eliminated enterprises are generally transferred to the surviving enterprises or newly established enterprises.
What happens when the company is controlled by another company?
The control right at the equity level includes absolute holding and relative holding: in the case of absolute holding, the founder's shareholding reaches 67%, that is, it reaches two-thirds, and the company's decision-making power can basically be completely in its own hands; In the case of absolute control, the founder must hold at least 5 1% of the company's equity; Relative control often requires that the founding shareholder of the company is the shareholder who holds the most shares of the company, and can maintain relative control over the company relative to other shareholders.
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Shareholders' voting rights:
Shareholders' voting right is the right of shareholders to vote on company affairs in a limited liability company or a joint stock limited company according to the shares they hold. The size of shareholders' voting rights depends on the shares held by shareholders. For a limited liability company, the shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their capital contribution; In a joint stock limited company: shareholders attend the shareholders' meeting, and each share they hold has one vote.
Common stock usually represents one vote per share. Preferred shares have the priority to receive dividends and share the remaining property, but these shareholders generally have no voting rights or are subject to various restrictions at the shareholders' meeting; However, these shareholders usually have the right to vote if the dividends of preferred shares are in arrears. Voting rights may be exercised by other persons designated by shareholders. Large shareholders can often control the voting rights of shareholders' meetings as long as they concentrate 30-40% of common shares, thus controlling the joint-stock company.
The voting rights of shareholders have the following properties:
1. The right to vote is a fixed right. Voting right is a kind of power flowing out of shareholders' rights based on shareholders' status, and it shall not be deprived or restricted by the articles of association or resolutions of shareholders' general meeting unless it is stipulated by law.
2. Voting right is a kind of beneficial right. The exercise of voting rights should reflect the interests and requirements of their respective shareholders. However, because the company's expression of will is composed of multiple shareholders exercising their voting rights, the exercise of voting rights will inevitably interfere with the interests of the company and other shareholders. This form of intervention can be manifested in respect and promotion of the interests of the company and other shareholders, as well as in restriction and suppression of the interests of the company and other shareholders.
3. Voting right is the right of a single shareholder. This is the inevitable requirement of the principle of one share and one voting right, and it is also the general rule of company law in various countries.
4. The right to vote is a special civil right. Shareholder's right is one of civil rights, and shareholder's voting right is no exception. When the voting right is infringed by the company, the shareholders can bring a lawsuit to cancel the resolution of the shareholders' meeting on this ground, and can claim damages from the directors who directly participate in this infringement; When the voting right is infringed by a third party, the shareholders may request the infringer to stop the damage, remove the obstruction and compensate the losses according to the general principles of tort law.