A company has two rights: control right and management right.
Control right: As the name implies, it is the actual control right of the person in charge or major shareholder of the company.
The control of private enterprises is generally in the hands of the boss. Domestic listed companies are generally recessive ultimate control rights, and usually obtain ultimate controllers through cross-shareholding and other means.
Management right: refers to the control and management right that an enterprise enjoys over its property, investment and other matters in the course of operation.
At present, the control and management rights of most private enterprises in China are in the hands of the person in charge of the enterprise, that is, the boss.
Remarks: the person in charge of the enterprise should release the management right on the basis of firmly grasping the control right of the company.
Let's extend it. For the person in charge of the enterprise, the control right of the enterprise is mainly reflected in three aspects: the equity level, the board level and the actual control level.
The person in charge of the enterprise can keep control of the enterprise in the following ways.
1. Indirect control
In addition to the main company, one or more shareholding platforms are newly established, and the objects that need to be motivated are placed in the shareholding platforms, which hold the shares of the main company.
Let's look at a case. Ma Yun obtained the control of Ant Financial through limited partnership.
Ma Yun holds 100% of the shares, registered Hangzhou Yun Bo Investment Consulting with 5 million yuan, and then used this Yun Bo Investment Consulting to initiate the establishment of two limited partnerships, Hangzhou Hanjun and Hangzhou Junao. Hangzhou Hanjun (42%) and Hangzhou Junan (34%) jointly established Zhejiang Ant Financial Service with other shareholders (23%). In this way, Ma Yun realized that he had mastered the voting right of at least 76.43% shares of Ant Financial with 5 million yuan, and firmly controlled Ant Financial.
2. Entrustment of voting rights
Some shareholders of the company entrust their voting rights to other specific shareholders (founding shareholders) by agreement.
3. Concerted action agreement
Refers to the agreement of some shareholders to take concerted action on specific matters. In the case of disagreement, some shareholders voted for concerted action.
For example, between founding shareholders, between founding shareholders and investors, the voting rights of founding shareholders can be increased by signing a concerted action agreement.
4.AB unit structure
This is a dual shareholding structure overseas, the core of which is different rights for the same share. If your company plans to go public, you can consider adopting this structure.
Under this structure, the company's shares are divided into series A and series B common shares.
A series common shares are usually held by institutional investors and public shareholders, which is what we usually call tradable shares, and B series common shares are usually held by entrepreneurial teams.
The voting rights of A-series common stock and B-series common stock are different, such as 1: 10.
JD.COM is listed on NASDAQ, and adopts AB stock structure. The voting ratio of the shares held by Volkswagen to the shares held by Team Liu is 1:20, and the voting ratio of the shares held by Meituan is 1: 10.
Control the board of directors
Founding shareholders can ensure the effectiveness and efficiency of decision-making by occupying most of the seats on the company's board of directors.