Global Monopoly of Technology

Chapter 035 [Give you a waiting period]

Two days later, Luo Sheng received a notice from several major external investors. Fifteen days later, an extraordinary shareholders' meeting will be held to vote on the resolutions of the company's board of directors and the board of supervisors.

This matter was not long before the pre-A round of financing. In addition to Xu Chenghua, who represented Tengxun, the other three external investment shareholders have verbally urged Luo Sheng to establish a board of directors and a board of supervisors as soon as possible, and adjust the company from a one-person limited company to For a company limited by shares and go to the Commerce and Industry Office to register.

And Luo Sheng found some reasons to temporarily refuse to resign, because there were too many things involved, and the company's operations could not be left behind, so he first moved out the procrastination tactics.

But it can't go on forever.

The three major external investors have two paths. One is to persuade Luo Sheng to reorganize quickly, and the second is to file legal proceedings.

But it's better not to leave this one. Six months for the first trial and three months for the second trial. It's too time-consuming, and you have to pay attorney fees and litigation fees.

But in the end, Luo Sheng was persuaded.

Because of Qin Weimu's joining, he has great confidence.

So fifteen days later, Bluestar Technology's first shareholder meeting was held as scheduled.

...

"Mr. Luo, I have conducted a systematic review of the company's shareholding structure in the past few days. In addition, the company's shareholders' meeting will be held tomorrow. In order to avoid leaving some potential control over the company after the shareholders' meeting is over. Vulnerabilities and vacuums, I think it is necessary to sort out with you first."

He heard his voice before he saw him, and Luo Sheng knew it was Qin Weimu as soon as he heard it. Looking up, a beautiful urban woman in a short-sleeved white shirt came into sight. Qin Weimu didn't wear a bow tie today. Still the signature biased hairstyle.

Luo Sheng looked at the beauty approaching and said with a smile: "The loophole in control rights? This is impossible. I designed the company's shareholding structure as an AB stock system, plus a veto, not to mention the veto, as long as my The equity is maintained at the 10% line, and it still has absolute control over the company.”

As soon as he finished speaking, Qin Weimu burst into a smile, glanced at Luo Sheng and said, "Your words are exactly what I expected."

Luo Sheng was slightly stunned, and after a while, he quickly asked, "Is there really a loophole?"

The legal issues are too complicated. Luo Sheng is not a professional. Now that the professional speaks like this, he hesitates.

Qin Weimu walked back and forth a few steps in the office before looking back at Luo Sheng and said, "Theoretically, you do have absolute control over Bluestar Technology, but if you don't handle it well at tomorrow's shareholders meeting, in the future It may make you very uncomfortable, and even have major consequences. Since you have given me such a high treatment, of course, you must help you eliminate hidden dangers. "

Luo Sheng looked at her suspiciously: "Really?"

"You have the same misunderstanding as many business owners, that is, you are too fancy about the control of equity." Qin Weimu moved a chair and sat opposite Luo Sheng, and continued in an orderly manner:

"For example, if you hold 67% or 51% of the shares, if you can't reach this shareholding ratio, you can use the AB share system or the agreement of persons acting in concert to think that absolute control can absolutely control the company, but it's not. It is necessary to achieve real control of a company. You need to control the 'three meetings' at the same time, you only have the shareholders' meeting, but the more important thing is to control the board of directors and the board of supervisors."

Luo Sheng listened very carefully, because the main resolution of tomorrow's shareholders meeting is related to the establishment of the board of directors and the board of supervisors.

Qin Weimu was able to join the company at this time, Luo Sheng couldn't help but silently thank his mother again, and invited a top legal person for his son. She was a beautiful woman, and she was so attentive.

With such a woman behind her back, she can definitely avoid many detours and pay a lot of tuition fees in her future career.

At this moment Qin Weimu took a sip of water and continued: "Controlling the board of directors is more important than the shareholders' meeting.

When you vote at the shareholders' meeting, you are in the same position. Even if all the shareholders are against it, you can agree to pass the general matters, but in the board of directors where one person, one vote can only be passed by more than half of the votes, if you do not control more than half of the seats, you will lose Control. "

"The company's articles of association stipulate that the shareholders' meeting is generally held only once or a few times a year, while the board of directors holds N times a year. When the shareholders' meeting is not held, even if you have 99.99% of the shares, even if you open the company's door, even a cleaner will If they cannot be fired, the shareholders have no personnel rights in the company, nor do they have the right to operate and manage the company if they do not have an administrative region.”

Having said that, Qin Weimu stared at Luo Sheng with a smile, and said, "So little boss, if you only control the shareholders' meeting, you have the final say several times a year, and usually you don't count. The other one is , the one-vote veto power you have is also not comprehensive. It can only be exercised at the shareholders' meeting, and it is invalid at the board of directors. The company law stipulates that one person, one vote shall be implemented for voting on board resolutions. Therefore, the small boss you hold The actual effective exercise of a one-vote veto is probably a lot less than you think."

Hearing her talk like this, Luo Sheng felt a sudden realization. It turned out that there are so many potential hidden dangers, and the issue of company control cannot be ignored. The company has introduced VC capital, and he can help you develop, but if there is a chance, he will definitely. Kick you away without hesitation.

After a while, Luo Sheng looked at Qin Weimu and said with a smile: "Since you have sorted it out so clearly, there should be a solution, right?"

Qin Weimu nodded and said, "It's not difficult. The resolution of the board of directors requires more than half of the votes to be passed. On the major resolutions of the shareholders' meeting tomorrow, you must agree with all shareholders in the shareholder agreement and the company's articles of association at the same time: in the board of directors, you will It is enough to have the right to nominate more than half of the directors,”

Hearing this, Luo Sheng nodded involuntarily and murmured: "It makes sense. Although the power is divided, the company is still controlled by me, which means that the world is not owned by me, but the whole world is owned by me. Good!"

Qin Weimu said with a smile: "At the shareholders meeting tomorrow, if nothing else happens, the four major shareholders, Tengxun, Venture Capital, SoftBank and IDG, require a seat on the board to represent their interests. This is nothing but If the number of directors is divided, then it is enough to set up nine director seats by default. In this way, according to the agreement, you can get the nomination rights of five directors. In the future, the board of directors will vote. Whether it is an affirmative vote or a negative vote, you will have one more vote, which is equal to It's all up to you."

After Qin Weimu's sorting out, Luo Sheng's thinking became clearer and easier.

Board seats are generally set to three, five, seven, nine, etc., all of which are odd rather than even. If it is an even number, it may result in the same number of votes for and against, and the resolution is deadlocked, which means the vote is invalid.

Obviously, an important means to control the board of directors is to control the right to nominate directors.

Listening to Qin Wei's eloquent words, Luo Sheng couldn't help leaning back on the boss's chair, staring at the ceiling and sighing: "I was thinking, if you didn't join the company before the shareholders meeting, maybe I would be caught by those VCs. It’s not necessarily the case if you secretly set it up... I suddenly feel that every time you tell me about legal issues, you feel more and more inseparable from you and deepen your reliance on you.”

Qin Weimu looked at him with a smile and said, "Then what are you going to reward me this time?"

Hearing this, Luo Sheng's gaze fell on her from the ceiling, pretending to think for a long time and then smilingly said: "The equity is also there, the salary is 8 million a year, there is no reward for it, it seems that it can only be promised by body. Slightly."

Qin Wei gave him a white look: "you little brat, you are not my sister's dish."

Luo Sheng was unhappy on the spot, and said, "It's just three years younger than me, and it seems like it's too big."

Qin Wei hugged his hands with wood fibers, the other hand supported his lower jaw, and raised his eyebrows as he watched Luo Sheng, and said with a smile: "What? Little boss, you want to use this method to deeply bind me to you. together?"

Luo Sheng shrugged helplessly: "To tell the truth, I really have this idea. When you were chatting a few days ago, I totally agree with you. You said that in this world, two people or both parties can be firmly bound together. Together, at least one of two relationships must occur. One of these two relationships is an interest relationship represented by money, and the other is a marriage relationship represented by the flesh. I think I want to have a deep relationship with a shrewd person like you. Get stuck, one relationship is probably not enough, get two!"

After speaking, Luo Sheng looked at her silently with a smile on his face.

Qin Weimu took the initiative to withdraw his eyes, and turned his head to pretend to be thoughtful. In Luo Sheng's sight, the angle of her side face was even more beautiful.

After a while, Qin Weimu Qiyan smiled, turned around and stared at each other again, and said, "emmm...then...I'll give you a waiting period first."

...