Rebirth: The Financial Giant

Ten minutes after Li Mingyang left, there was another knock on the door of Lu Ming's office.

"Please come in!"

Entering the office was the chief lawyer Yao Yun, who also came in with a thick stack of materials, and she said, "In the past few days during the holidays, we have devised a complete set of solutions for the company's backdoor listing and restructuring. "

About Tiansheng Capital's backdoor listing, I said hello to Yao Yun in the few days in Shencheng.

"So soon?" Lu Ming walked out of the desk, Lu Ming came to sit on the sofa, saw the thick stack of materials she had arranged on the table, and immediately stared at her and said, "It's really hard for you, holiday. Work overtime too.”

"Fortunately..." Yao Yunyan smiled slightly.

Lu Ming retracted his gaze and picked up a few templates and flipped through them.

Yao Yun nodded, and then said calmly: "Mr. Lu's top-level design for Tiansheng Capital was a relatively standard 'two-layer structure' model, and it has been relatively complete. On this basis, I have made further Improve and facilitate backdoor listing to protect your control over the company. After the reorganization, it should be a top-level backdoor listing as a shareholding platform Tiansheng Holdings, and all its major subsidiaries are packaged into this shareholding platform.”

Lu Ming nodded without saying a word, and while listening, he flipped through several templates on the table, namely the "Articles of Association", "Shareholders' Agreement", "Rules of Procedure for the Board of Directors", "Rules of Procedure for the Supervisory Committee" , "General Manager's Office Meeting Rules of Procedure", so many materials, it will take a lot of time to read through.

Yao Yun looked at Lu Ming and continued: "The core is the control of the company's board of directors, which requires the cooperation of the "Articles of Association" and the "Shareholders' Agreement". At present, there are seven members of the board of directors of Tiansheng Capital, of which the founder has the right to nominate more than half of the directors. Having this agreement gives firm control of the board."

Once the company is listed, the equity will be dispersed. At that time, other major shareholders will have to have a board seat to represent their interests. However, more than half of the board seats must be nominated by Lu Ming to ensure that control is firmly in their hands. .

The board of directors is now planned to be composed of 7 members. In the future, if a major shareholder requests a seat, then it will be easy to handle. The board seats will be directly expanded to 9 seats. The seats can also be increased from the previous 4 to 5, and the control of the company is still firmly in hand.

Having the right to nominate more than half of the directors is the key to controlling the board of directors. With this agreement, Lu Ming controls more than half of the seats on the board of directors theoretically.

Yao Jun said in an orderly manner: "In order to ensure that the right to nominate more than half of the founders as directors is not deprived, and at the same time make a special agreement with all shareholders, that is, to amend this clause, more than 90% of all shareholders must vote to modify the nomination of more than half of the founders. It is stipulated in the articles of association of the qualification of rights and interests that this clause requires the use of the "Shareholders' Agreement"."

Lu Ming currently holds more than 90% of Tiansheng Capital's equity, and the other 10% is reserved as an option pool for employee incentives. With this agreement, it means that Lu Ming's equity holding is not less than the red line of 10%. It is impossible to be deprived of the qualification of more than half of the nomination rights of the board of directors, because he does not agree, it is impossible to make up a supermajority of more than 90%.

However, when this special agreement is written into the company's articles of association, it must also be written into the "Shareholders' Agreement". The company law stipulates that major matters can be passed by a two-thirds majority, so the court may not support it.

However, it is different when it is written in the "Shareholders Agreement" at the same time. The shareholders' agreement is based on the "Contract Law". The contract law is an agreement freely concluded between two equal subjects. Court support.

This special agreement must be written into the "Shareholders Agreement", which is more important than the company's articles of association at many critical moments.

Yao Jun said: "The existing articles of association and shareholder agreement of Tiansheng Capital have been formulated very well, and all other loopholes that threaten control rights have been patched. The four core businesses of VC, PV, private equity and public funds have all established their own subsidiaries.”

"Then, the articles of association of these four subsidiaries are also agreed with reference to the above-mentioned template, and at the same time, 100% of the equity of these subsidiaries is packaged and placed in a shell company as a shareholding platform. This shell company is to be listed as mentioned above. Tiansheng Holdings, as a pure shareholding platform, then Mr. Lu will serve as the legal representative of Tiansheng Holdings."

"In this way, even if there is an equity dispute in any subsidiary of Tiansheng Holdings, but 100% of the shares of the subsidiary are controlled by the parent company Tiansheng, the subsidiary will hold a general meeting of shareholders, and the most powerful person will be sent to participate in the general meeting of shareholders. It’s the legal representative, it doesn’t matter what the equity in Tiansheng Holdings is, even if Mr. Lu, you hold 1% of the equity in Tiansheng Holdings, you still have the final say.”

"Because Tiansheng Holdings is a pure shareholding platform, it can basically be regarded as a shell company. Because of the matter of receiving money and dividends from the net profit attributable to the parent company, the legal person risk factor of a shell company like Tiansheng Holdings will be very small.”

"At the same time, the corresponding company articles of association and shareholder agreement template are also nested into the parent company to provide a higher level of protection. The advantage of subordinate entities and subsidiaries' business division and independence is that in case of a problem with one of the subsidiaries, it can directly By cutting it through the shareholding platform Tiansheng Holdings, it will not systematically transmit potential risks to other entity subsidiaries, thereby achieving risk isolation."

"Finally, let the parent company Tiansheng Holdings, a pure holding platform with no entity, carry out a backdoor listing, and Tiansheng Holdings, which has completed the backdoor listing, is reflected in the consolidated financial statements of Tiansheng Holdings through the profit of its subsidiary non-listed entity attributable to the parent company's profits. on the performance statement, which is reflected in the stock price.”

When Yao Yun said that, he basically finished the key points simply, and the actual content is very diverse, such as the loophole patch for the priority repurchase right of the major shareholder's equity transfer and so on.

In fact, there is no way for the top-level design to be so complicated. The domestic capital market does not support the AB share system. If it supports the AB share system, it will be solved directly, or a limited partnership structure will be completed, but these big As are all not support.

That can only indirectly create a "two-tier company" structure.

Lu Ming put down the document template in his hand and nodded with satisfaction, looked at Yao Yun and said, "The board of directors has tentatively appointed 7 seats, of which 4 seats are nominated by the company, the other 2 seats are external independent directors, and 1 seat is given to others. major shareholder."

At present, Tiansheng Capital's equity is highly concentrated in the hands of Lu Ming alone. Even if it goes public, half of the equity will be in his hands, which is still very concentrated.

Lu Ming continued: "In this way, your department will provide the company's directors and senior supervisors with a 'golden parachute clause'. I need control, but at the same time, I also need to hear the real different opinions of the company's top management, otherwise the so-called collective efforts are just empty talk. ."

The so-called "golden parachute clause" is to protect the rights and interests of the company's senior management, so that shareholders cannot arbitrarily dismiss senior executives. Or more, by agreement in the golden parachute clause.

In this way, the cost of expelling him is huge, and it is necessary to pay hundreds of millions or even hundreds of millions of dollars.

At the same time, directors and senior supervisors dare to speak loudly. The introduction of independent directors is also to listen to different voices. Independent directors belong to third parties, so he often makes suggestions and suggestions based on the healthy development of the company, and does not represent the interests of a major shareholder. , the existence of independent directors on the board of directors is very necessary.

Coupled with the protection of the golden parachute clause, the independent directors dared to say things that Lu Ming did not like to hear at the board of directors. When they had different opinions or even strong dissatisfaction with some resolutions, they dared to vote against him. It's even more refreshing to take a lot of money to flash people, and take ten years' wages for nothing without a non-compete agreement.

Although the objection of independent directors cannot really prevent Lu Ming, who has absolute control, from passing a resolution~www.novelmt.com~, as long as such a strong objection is voiced, it has the meaning of correcting errors, and it can be adjusted in time. As for making a big mistake.

Otherwise, when Lu Ming proposed a resolution, the board members would take his authority to pass it unanimously, even if it was wrong, even if a director saw it, but in order to save his job, in order not to offend Lu Ming, he pretended not to see it, and directly Decide with your ass, and the potential damage to the company is huge.

Lu Ming is not a saint, and it is impossible for every decision to be judged correctly all the time.

After Yao Yun made a supplementary memo, Lu Ming watched her and continued: "About the four seats nominated by the internal directors, I am the chairman of the board, and I have decided to put you, Su Xiaoman and the primary market for the other three seats. The person in charge Ge Feng, the three of you nominated him, Li Mingyang is very clever and can be used as an alternate when the board of directors expands in the future."

More than half of the directors have the right to nominate, and of course the nominees are their own people who stand on the same front and the same community of interests.

...

(Ps: Continue to Gan, Meng Gan)

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