Events: United States: saliva and logic
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"United States battle" is a Chinese business history, the company in the history of a landmark case, valuable, independent of its evolution without disturbance, though with a large business of almost all essential elements, but may well be a sun under the fair duel.
This is a family business on corporate governance, the power of board of directors and shareholders will be the border, the fiduciary responsibility of professional managers, private equity funds and then understanding the core issues of great public course. Market economy in China, the practice is only just 30 years the country, the United States case of the most important value, is reflected in the beginning it will make us ponder the ignorant:
Company in the end? Who's in the end?
United States of swords 50 days
Reporters Yi Xike
In early August, a national business magazine published an article entitled "United States" go yellow "," cover story, but in Baidu, the search for this title did not this long article, because the Internet is changing the title of the article become a "decryption Chen United States."
Open this, "the United States to go yellow," a typical report, the United States Chairman of the Board interviewed Chen and Bain Capital discourse filled with a foregone conclusion among the "calm": "not too concerned at this stage he (Huang) how to think of . " Later, both from the intensity of battle and has Pushuo results from the fans, Chen Huang Guangyu of "pass" too early to say the.
In the magazine publishing - August 5, an unprecedented and far-reaching control of the company's war, has just opened the curtain.
Day, the eve of the opening HKEx, Gome (00493.HK) suddenly issued a statement saying: "The shares will come at 9:30 on August 5, 2010 suspended from trading pending the release of the announcement of price sensitive information . "announcement did not disclose more information about the suspension and when the resumption of information.
As a founder and major shareholder of Gome's Huang Guangyu was arrested in November 2008 after a sudden, Gome has been suspended for up to seven months, the United States in June 2009 and the resumption of trading after the introduction of Bain Capital, this is the first suspension. Although the public is not yet clear "price-sensitive information" means anything, but pay close attention to the United States, sources at this time the paranoia can still be faintly smell the tension - a new round of battle ready to fly.
Confrontation occurred in the last round of this year, the United States on May 11 shareholders meeting, representatives of major shareholders Huang unexpected vetoed 12 resolutions in five. That night, the United States held an emergency board to overthrow the shareholders resolution, re-appointment of Bain's three former directors to the U.S. Board. Major shareholder of Gome Huang Guangyu and the U.S. Board of contradictions for the first time into the open.
People guess, to Huang's personality, he will be back sooner or later, just as Chen said, "I never thought this day was so fast".
A battle of wits
In fact, the United States stock suspension, is the evening of August 4, 7:30 Gome Huang Guangyu, the Board received from the bottom of wholly owned and major shareholder of United States ShinningCrown company held an EGM required letter, letter also drew the extraordinary general meeting, including revocation of the company's annual shareholders' meeting authorized the Board of Directors by additional 20% of the shares of the general authority to revoke Chen's executive director and Chairman of the Board positions and a series of motion.
Huang resorted to convene EGM of the "killer", he informed the U.S. Board is seeking additional 20% shares, may further dilute the yellow stake. Affected, August 6, resumption of Gome shares fell 12.09%.
Huang's face launched an attack, the U.S. Board of response and in May the same - tit for tat. The evening of August 5, the United States and then sent a notice that will be shareholders in the company indirectly and former executive director of Huang Guangyu, the legal prosecution. Including on its January 2008 and February repurchase shares of the Company before and after the alleged breach of fiduciary duty of directors to seek compensation and trust behavior.
In hindsight, Chen camp had expected to duel. June 28, 1 and a half years ago from the hands of Threatened Huang received the Chairman of the Board entrusted with the task of Chen formally resigned the post of president of the United States by the Executive Director and Executive Vice President Wang Junzhou took over. The next day, Chen and released at the Expo States United States the next five-year strategic plan, established a sales growth target of 15%, plans to 2014, the United States system and effective number of stores increased from the current 1000 to 2000 more than home. It would be blamed on the United States last year, Huang has been substantially more than 100 stores closed as a response.
According to the "Finance" magazine in a blog, a reporter recalled, held in Shanghai on June 29 of that conference, Chen to talk about "go yellow" the need for, and release, "Huang's political life has ended." "Fish is dead, the net is not broken" kind of relentless. Huang said that in prison, after much angry, the two sides finally a layer of warmth veil was completely torn.
Two armies confront each other, stabbing outside must first be peace within. At 10:00 on August 6, headquarters of Beijing Gome Eagle Building 18th floor large conference room, filled with financial, logistics, store operations, administration and other departments, general manager of the walls of the LCD screen video conferencing system in Shanghai, Guangdong, Tianjin, China general manager of each division also sat, China's largest home appliance chain of more than 100 executives for what will happen next, almost all know.
The meeting first thing introduced by the Gome President Wang Junzhou reason, then read a letter Weiqiu Li, vice president, "the Board addressed the staff's letter", that's the attitude of top management. Next, the director was asked to make decisions on whether to support the Board of Directors position for the Division to participate in video conferencing over general manager or deputy general manager, also named in a random way. One participant on the "Business Weekly" said, "No means have to leave, who would dare oppose?"
The next day, the reporters found, Gome's spokesman for many years, Yang Qing, vice president of "disappeared", the United States responsible for public affairs into a person from a public relations firm. The new spokesman after taking office the first thing is to explain the country outside the United States on August 6 in a video meeting, "just an ordinary video conferencing, and communicate the major areas of the company's current state." But a senior executive told reporters the United States, since Huang Chen dispute into the open and intensified in July, there have been several large, general manager, director-level executives to resign.
August 9, Yanhong Huang Sister financial new network by writing to accept the interview. She accused Chen of "personal desires," changed the direction of development of Gome, enterprise development has lagged, if you do not change, will soon be beyond our competitors. "Company founder worried, so we must be promptly re-board, always leading the industry, Gome back to the correct path of development." Huang Yanhong said.
Began as a battle of wits between the two novels, like "You come to me." In order to clarify the "personal desires," said the August 12 morning at the Eagle Building, 7th Floor Conference Room, the United States four vice president of Sun D, Li Juntao, Mou your first, Yang Qing and Chief Financial Officer Fang Wei and media exchanges, their common response to the Huang family the company's business and the introduction of strategic investors, many doubts, that he will and Chen "closely aligned." "If the company has no future, we will not need to stay." A small Sun said, "Our management team, said the current performance does not hit 100 points, also can play 95 minutes." The media conference, Chen, Wang Junzhou, Wei Qiuli the three top management members of the United States were present.
"Five executives closely aligned" position, the Huang family the next day on the public response, said the major shareholders to understand the United States executives under duress, "said some of the insincere remarks." Chen and Huang alleged United States is behind the dispute with the Huang family, Bain Capital showdown, Chen outreach to Bain Capital, Gome executives within the tie, then moving plot plan and issuance of intent to dilute shareholder equity.
Hong Kong-listed Gome about more than 40% of the shares held by institutional investors, their attitude will be the United States battle a decisive impact. Before World War II, institutional investors and some choose to leave, such as the Fidelity fund holdings in the secondary market, fell to 5.57% stake from the 4.37%, while JP Morgan Chase and Morgan Stanley was slightly overweight. Behind the flow of the shares and voting rights are unknown.
August 18, Huang Guangyu, entitled "We the United States for a better tomorrow," the open letter, the dispute will _set_ the tone for "conspiracy to steal because Chen's control and caused a big change in the situation" and Chen's alleged use of shareholder trust and entrust Threatened, step by step control of the United States, but in the subsequent deployment of the "three steps", namely, "demanding an agreement cited Rubei En capital," "blind to the part of management options, buy the people in disguise "" attempt to issue new shares, "so that the" United States "brand become" American "brand.
Huang side playing the "national" brand is hardly a good chess move. Because the "Wall Street Journal", "Financial Times" as the representative of the international financial media since then is almost unmistakably began to report "curb yellow Yang Chen." Two days later, the U.S. Board of tit for tat published "To the United States all the staff of the open letter," unceremoniously back Huang Guangyu, "national" brand of hypocrisy, pointing out that the United States itself is an overseas-listed foreign companies, "If the United States of foreign-based As early as 2004, had become a reality early market, get what the big fuss about the meaning? "
Continue to follow up with more multimedia, Huang Chen dispute has been the company's internal power struggle turned into a national concern and hot social event. Not only the different positions each side of the media, from business, academia and opinion leaders also have a blog, microblogging and columns published opinions. The overall sense, the media tend to Chen and Huang Guangyu of public figures tend to slightly more than; while several polls and portal users a message, the one-sided accusations Chen was "despicable." This may prove to be in a in "Wisdom and Faith," the Confucian culture, steeped in a country where two thousand years old, even under the impact of commodity tide already Ceremony Disintegration, but the subconscious mind of society, or to save the traditional Lutheran morality. Bad faith, a position of vulnerability housekeeper to take over the story of the family property owners, this is the traditional Chinese operas and novels of the typical plot, it is a more than commit crimes, of heartless worse "evil" - Huang Guangyu of course guilty of bribery to corrupt officials crime, but compared to Chen in the "Company Law" in the context of actions, the people were considered to be a while not illegal, but the bottom line than moral evil.
Committed no crime is determined by the legal elite, but everyone can follow their own mind who is more evil and moral criteria to evaluate, who get to decide their own retribution who want to win.
Cards
After bickering, the gloves came off. Deadline is approaching, a decisive battle to the shareholders at the meeting, both sides gradually showed their cards.
At 17:00 on August 23, the United States held in Hong Kong in 2010 interim results briefings, Chen and Bain Capital Managing Director Zhu Jia issued a "beautiful," the interim report: the United States in 2010 first half net profit rose 65.86%, sales Revenue rose 21.55%, operating profit margin of 3.28% over the same period last year increased to 5.02% in the first half of this year. "This is the best performance since the 2008 mid-year report." Chen said.
But the third night of the Huang family issued an open letter on the "Gome Huang Guangyu, a new interpretation of financial statements: the leading edge is about to lose," Su Ning's performance with semi-annual report to the United States questioned that the performance data is not and the same period in 2008, "and Main competitors (Suning), compared the United States market share dropped significantly, about the loss of leading edge, while the net profit Suning only one-third part. " Gome earnings release this time from only 7 hours.
Ciri 6, the United States the immediate announcement that the financial information given by Huang in the internal key performance indicators are based on statistical rather than accounting principles generally accepted in Hong Kong, so do not necessarily reflect the performance of listed companies, and recommended shareholders and investors still subject to data released by the company.
At this meeting, the United States also announced that the requirements should be the major shareholder Huang Guangyu, the decision on September 28 in Hong Kong held a provisional shareholders meeting, the meeting will be eight issues submitted to shareholder vote, the first of four to eight yellow Guangyu's proposal. Jonathan Zhu Bain creditors attended the meeting and send clear that in the special shareholders meeting held before the convening of the convertible Bonds to vote for the board of directors and management.
But for the outside and yellow are most concerned about whether the additional home, how and when additional issuance, the United States claimed no decision yet.
Obviously, in addition to Bain and institutional investors, backed by the hands of the voting, the board of directors at the shareholders meeting is on the cards to win the biggest annual general meeting by the "20% of the additional authorized shares." If you implement additional, Huang party will be diluted to the shares held with Bain, Chen and his "white knight" considerable stake.
Semi-annual conference that night, Chen began to meet with agency analysts, and from August 24 to start large-scale road show for about two weeks, one by one call in Hong Kong, China, Singapore, the United States and Britain's institutional investors.
Huang Guangyu Chen awareness of "canvassing" road show is to prepare for the issuance of one hand, they hate the one hand, continuous shot in the capital markets. August 24 and 25, Huang HK $ 320 million to spend in the secondary market to buy 0.8% stake in the United States. August 30, Youyi price of HK $ 2.209 per share holdings of 3160 shares of Gome, the next day and then to HK $ 2.275 per share price of large holdings of 145 million shares of Gome, involving total funding of HK $ 400 million. Two holdings, the Huang family's stake increased to 35.98%.
Holdings, the Huang Guangyu Chen natural to check the board to control the dilution of their equity issuance attempt. August 27, to a yellow Yu Xiangguo Hair known as the "ultimatum" letter, requiring authorization in accordance with the existing issued share placement, and can be a premium of 5%, "an offer to subscribe for under the existing license may be issued with Total number of shares allotted and issued (ie 20% of the additional) 55% -65% of the shares. " In this regard, the United States responded: "The board is not currently authorized to issue under the existing issued shares of any decision to require the terms described in the letter could only be speculation based on Mr. Huang himself."
Huang family on behalf of the "Business Weekly" explained that the issue involved in the allotment of the subscription offer, is to prevent major shareholders and the board itself does not notice the additional "surprise."
More weight to this letter, is a "termination of this': the motion if the major shareholders in the September 28 special shareholders meeting has not been passed, and continue to promote the additional 20% stake in the plan, major shareholders wish to terminate Group and non-listed public procurement and management of the Group signed an agreement.
More likely to withdraw its ultimatum means that yellow private company owned "Gome" trademark use rights, and secondly, if necessary, to recover hosted by the United States, ownership of the Eagle investment of 372 non-listed stores. More than 1,000 stores in the United States, has only 740 listed companies, stores, stores of non-listed companies paid an annual management fee to 230 million yuan. "The money, but pure profit." Spokesperson, said Huang. Huang's analysis of threats to the media immediately began, "two United States" form fratricidal situation what it means for the United States.
This ultimatum, the United States spokesman later responded: "There is no real threat. Delisting non-listed companies with a number of management agreements, we also bring to both positive and negative aspects, we will be able to concentrate resources invested in better profitability of the other. This behavior also showed Mr. Huang if not they want to, he did not go to undermine the overall shareholder value. "At this point there are media blasting stores listed abroad Smithfield loss News 20 billion, was Huang Guangyu dismissed as "malicious create and publish these ulterior motives, unclear sources of information, the purpose behind the manipulation and self-evident."
Meanwhile, the United States claimed, "which owns Paradise, medium and large brands, the future does not rule out the layout to strengthen both brands." Paradise is a chain of home appliance company founded by Chen, who only came in a few stores, Gome and Suning, due to Morgan Stanley to "gamble" failed the country in July 2006 was 5.268 billion U.S. dollar convertible to buy. Gome Huang Guangyu's comments come in view, just exposed the use of the United States Chen Yongle brand team to restart the "Gou" as individual plots.
Overseas road shows are busy in the store, Huang Guangyu Chen saw the issue of launching an attack, first launched in September 2, "store expansion Raiders", announced in September in the country 70 new stores, 90 stores the transformation to suppliers thrown largest single purchase of $ 30 billion.
September 3, Gome again wrote to all shareholders, the shareholders called for September 28 to vote for the incumbent board of directors. Analysis of the letter once again to lift the United States listed as non-listed company managed stores the possible impact of the issue, saying the move as "a threat to bluff", the management would have expected this in one fell swoop Huang Guangyu, after analysis, that termination of the management and purchase agreement but for the benefit of listed companies.
Suspense
Yi on the two sides to the Bureau of Rush Hour, the website headlines a message board: azalea released from prison.
August 30, the Beijing Higher People's Court upheld the sentence to make a series of cases Huang Guangyu, Huang Guangyu three voluntary manslaughter, 14 years in prison and confiscated $ 800 million verdict remains unchanged; his wife cuckoo was commuted to probation.
August 31, by the news and major shareholders of the pull, the United States a few days to the end of the decline in stock prices, rose 9.26%, turnover amounted to 1.017 billion Hong Kong dollars.
September 5, shot once again in prison Huang, issued an apology and thank you, this is the first time two years' imprisonment for Huang published an open letter to the community. In a letter signed only 475-word letter, Huang spent six "thank you" or "thank you" to the country, government, shareholders, investors, media, public, staff said Gome Thanksgiving, and the use of 4 a "sorry" or "ashamed" to all the care and helped him to apologize, he also warned his example had to be law-abiding young people. For the full swing of the United States, but no mention of a controlling stake in the dispute.
Go on to this sentimental and inspirational line of apology and thank you letters, was naturally out of the text outside the "over-interpretation." Some interpret it as an expert in this war classic, because it is easy to discuss suspect to "punish the heart" means, even if it is essentially a tool that is clever. But then the United States were questioned there are some intellectual content: If you are serious about Huang's apology, thanks to the management and staff is sincere, then why require Sept. 28 special meeting of stockholders?
September 9, Chen and other end of the "global road show" to return to Hong Kong. Gome's spokesman Zhao Tong said the board has been holding about 42 percent with institutional investors over the exchange, "not a fund manager in favor of the nomination by a major shareholder Huang candidates to replace the existing directors of the company."
Huang Guangyu side, on the one hand to expose the 42% figure of mystery - along with Bain and Chen just over 51% of the shares, with a bit of common sense knows that this time is not clear that institutional investors vote; another On the one hand, the cuckoo has also stepped up meeting with institutional investors, as shareholders votes. As the cuckoo departure is still restricted, Zou Xiaochun Huang family, another key figure coming out. Zou teachers came, many years as a yellow house legal counsel. Before and after arrival in Hong Kong, Zou Xiaochun high-profile meeting with the United States and a number of institutional investors, the media, said, "I want to major shareholders to replace Chen," "I'm ready," and urged a "troublemaker" Chen to resign.
September 12, an independent consultant GlassLewis position, the United States to support the existing board of directors, major shareholders opposed to the entire motion. September 14, another independent consultant to ISS released a report in support of major shareholders of the abolition of the Board of Directors authorized additional 20% of the shares of general motion, but opposed his proposed reorganization of the board's four motions submitted to the Board of Directors of Bain Capital to support three non-executive director re-nominated motion. For GlassLewis and ISS recommendations, Huang Guangyu said this is only one of the words, less than credible.
The afternoon of September 15, Huang submitted to the U.S. Board of a "To the shareholders of colleagues in the United States open letter," the letter in addition to the system to move about the five major shareholders of the rationale for the first time details on the new U.S. five-year national development plan. One cause for concern, is Bain's attitude changed. The letter stressed that the country was not opposed to Bain capital into the United States, expressed its willingness to cooperate and Bain, be sure to include institutional investors such as Bain and retail shareholders can participate in important decisions the board of directors.
At the same time, Zou Xiaochun Bain also released by the Hong Kong media to reconciliation signal: "Bain in the United States the most difficult investment in the United States, We are not grateful, Chen did not deal with this is caused by misunderstanding. We do not have opinions on Bain We have views of the Chen in the negotiation process, the exclusion of shareholder's right to know and the right to make recommendations, this is the real contradiction. "yellow face of a good family show, Bain expressed support for the management of the" changed attitude " , but this is not "stand."
7 pm that night, Bain about fulfilling debt commitments, such as holding the United States of the enlarged share capital of approximately 9.98%, to become the second largest shareholder. Huang's family has now diluted to a 32.47% stake, Chen and concerted action with Bain's 15.1 percent stake, the remaining more than 50% of the votes point to the unknown. But it is worth noting that the United States the most heavy one bottom line - 20% of the equity issuance of rights can never again be resorted to. According to reports, Chen camp scheduled to digestion by the Bain 10%, private enterprises under the jurisdiction of another investment institution as a "white knight" to subscribe for 10%, but the private enterprises that eventually "the internal affairs of the United States is too complex" and decided to give up, the issuance is no longer complete.
Reporters on deadline from the "9.28" only a week, both sides of the game continues, the suspense continues. In Hong Kong stock market, the United States third, the four shareholders JP Morgan Chase and Morgan Stanley on September 10 and 13 to 6% and a substantial reduction of 6.31%. And a "big secret" Zheng Jianming generous in the last month the United States acquired the stock, holding more than 2%, current position unknown, "we are still waiting to see." It is generally believed, the Chaozhou-Shantou Huang Hsiang-tang will certainly stand behind the yellow side.
Outcome is likely to continue until the last minute. 7 days after the successful ouster if Chen Huang family, it will find a new agent can not lose the dormant Bain may look for an opportunity to get out, it lasted nearly six months of fighting the United States will fall within the curtain; if Chen continue in office, unless he and Huang reconciliation, or yellow according to the personality, will launch a new round of "war."
United States Civil War is difficult to change the pattern of Suning in the financial indicators of the country beyond the United States. No matter who wins the dispute Huang Chen, "Soviet dispute" has become a "Soviet-US struggle."
United States pressed the case of five
Reporters Feng Yu Ding
China's current business correspondent had the honor of the United States witnessed the incident, not only because it is to ups and downs, thrilling, spectators witnessed a magnificent like in the U.S. presidential election, but also because of its independent evolution without disturbance, there is no information in case of non-anti- shelter, at least on the table may well be a sun PK. Of course, it also has the essential elements of a large business - until the last moment of suspense.
These qualities it has a "readability": PK content of this timeless, embodied in its corporate governance in Chinese companies in the power of board of directors and shareholders will be the border, Commercial Road Lutheran fiduciary duty and professional managers of PE (private equity funds) and then understanding the profound impact of such.
United States battle is becoming a Chinese business history, a landmark company in the history of the case, the details of the incident tip may be the next to gradually surfaced much later, but does not prevent us from this case in the five key _select_ed "slices", Topics to be explored.
First, the starting point where this struggle?
"9.28" Voting day will be the result of Huang Chen dispute becomes evident when. In less than 10 days, the two sides will do a dramatic reconciliation? So far, both the language and actions have denied the existence of such a possibility.
Bow is no turning back, this time asking "Who is the initiator," I am afraid there is no objective answer, but the retrospective winds thrown end of Lemna minor, may help us Kam know this "system shock" inherent in promoting force.
In July, managing director of Bain Capital, China CEO Jonathan Zhu told the media: "Huang Guangyu reconciliation or not depends on how people think, but do not stir up our past." Here "to pick things" should refer to 2010 May 11, the Huang family, as possessors of the United States 31.6% stake of large shareholders at the annual general meeting "without warning" and even vote against it, resulting in 12 proposals have five or more below the majority of votes passed, including from Bain's three non-executive director appointments.
Huang's face suddenly launched an attack, the U.S. Board held an emergency meeting overnight to "vote does not really reflect the wishes of the majority of shareholders" as an excuse to reject a general meeting of shareholders of the relevant resolutions of the re-appointment of three former directors to Bain U.S. Board. The Board will overturn the resolutions of shareholders, corporate governance, this obvious violation of common sense but it does not violate the Articles of Association of the United States events, making the United States within the major shareholders and board of directors of the conflict was first made public.
After the incident escalated, both sides are difficult to control developments, has always been "calm and gentle," said Chen who, surprisingly to constantly put down "to Wong Kwong Yu" and "his political life is over," "Fish death in not broken "kind of hard words; Huang also diametrically opposed, bursts of" ultimatum ", until August 4 to convene a general meeting of shareholders called for" ousting "Chen, reorganization of the board. August 5, Gome Huang Guangyu counterclaim. The two sides toward irreversible break.
A suspense, in the "5.11" before the U.S. Board know Huang Guangyu may launch an attack at the annual shareholders meeting? The answer is yes. Huang Guangyu vote is not "without warning." According to reports, "5.11" before the Huang family, and Chen for the appointment of Bain director had to communicate, but to convince the latter is invalid. Huang family spokesperson for the "Business Weekly" said, "5.11" to some extent is Huang Guangyu, "want to test (Chen)."
In other words, "5.11" is just a small outbreak of the conflict both sides would have been ready before. So, the rift between yellow Chen produced from when to start it? The current public information is difficult to determine a specific point in time, but combing the whole process, Huang Chen a gap is inevitable.
According to "Business Week" know, in November 2008 when Huang was arrested suddenly, Chen fact, from the United States is preparing to get out. According to the United States signed an agreement with Chen, Chen Xiao, president of tenure should be December 31, 2008 expiration. "If it is not yellow accident, certainly will not be renewed." Executives told a former United States, "Business Week", "Chen Xiao in October 2008 with a partner because of the huge loss of fried euros, and get involved in a lawsuit. Period time he was 'living in Han Cao Ying heart', a lot of time spent on the old unit to contact Paradise, almost every weekend back to Shanghai. meetings are often not, so he was disappointed the late Huang. "
But at this time, Huang Guangyu couple "unmasked" by the arrest, the United States has quit the board of directors, stepped in as president Chen took the post of chairman, the United States announced the formation of the Chen, Wang Junzhou, Wei Qiuli three core decision-making committees, and the United States by the 11 executives of the Executive Committee, responsible for daily operation and management. Huang Guangyu was the sister of the United States Xiuhong, general manager of Shanghai region as a member of the Executive Committee.
Subsequently, as the United States back to Beijing Xiuhong parent - Eagle Investment Company Ltd., Eagle Investment reported for duty that day said, Xiuhong at the same time as the decision-making committee Gome. But then Gome has said that the company never made such a disclosure notice. Seven months later, Gome announced that the original "decision-making committee" to "Executive Committee", members of the remains Chen Wang, Wei three people, and the original "Executive Committee" is no longer maintained.
This means that the board is no longer in the voice of the Huang family, the only point near the center of power have been completely marginalized Xiuhong. Insider, "then she would go abroad beautiful light." "Huang Guangyu case" to enter the judicial process, in order to reduce the negative impact on the company's case, the United States in the transition of power to take a clean break with the yellow, dilute the color profile family, which was reasonable, should also get a yellow house recognition.
Thus, the Huang family left the country legally from the United States a major shareholder of this identity. Huang Guangyu, but the lowest level of society from the hard working hard out, although not enormously wealthy man, but long vacation, work 15 hours a day, overworked hair as Henry the country's richest man, but never really intend to let go inside the United States, financial sense only as a founding shareholder. "The real heart inside, he never prepared to hand over the token." One insider said the United States, yellow has always been coveted by his power for the people extremely sensitive.
Huang Guangyu prison the first loss of the right smell danger, perhaps in April 2009, Huang Guangyu during the first trial, when lawyers wishing to Gome's "bribery" to push for Huang individuals. Although the final court decision is "units of bribery," but after Huang started to use his private attorney, not the United States through the company's lawyers and to communicate.
Early May 2009, after the case is more clear, Huang Guangyu from custody to back two personal letter, for the financing of the United States indicate ongoing management of the United States: the company money, reduce equity, but can not give up control. Who is the "control"? Chen released after a press conference in the annual report said: "The fight is essentially a loss of personal freedom in after Mr. Huang is still seeking control of the company, not the so-called 'Chen Huang dispute', 'stake in the dispute 'and' competing interests'. "
Strong control of the power structure in the past, the natural sense of the word, however, time is of the devil, the United States at this time already in the psychological management of complete identity transformation. A United States executives later told the media: "Before the implementation of this management team level, but the yellow after the accident we have to convert to the role of policy makers, and now he was in prison also hope that we can continue on his toe."
In hindsight, the above Huang "control freak" is not likely to rebound in isolated cases. Huang six months in prison time, management will not be easy to lead the country out of crisis the United States back on track, enough to establish their ownership of the self-confidence. Communication the case of inconvenience, the yellow remains the same issues on the financing orders, and perhaps blame blame, but the management did not think they need to accept this daily instruction and find fault.
Later, Chen has repeatedly stressed that the objective conditions in which management is unable to enter data on the Bain case of full communication with the yellow, "the specific provision could not let him know that our judicial system does not allow him to take a lot of files , wrote a note to tell him this happened. " In Huang, the communication barriers do not think so big, "fait accompli" and handed a note that he definitely unhappy way. Huang spokesperson for the "Business Weekly" said: "The key is how you want to communicate, you want to communicate through his lawyer, ah, lawyer is unrestricted, but the police also opened a special channel dedicated for shareholder corporate matters . "
Perhaps the main reason is in Chen's subjective. He believes that there is no need to communicate, as Chen said in an interview: "At the time that point in time, we do not need to seek his advice." Indeed, from the articles of incorporation and registration (British Bermuda ) the legal point of view, Huang has been non-board members, board of directors authorized foreign capital in the shareholders' meeting within the scope, you can not tell Huang specific matters.
June 22, 2009, Bain Capital for 1.59 billion yuan of convertible bonds funding the United States, the right to 10.8% of Gome shares. Foreign capital for the final results of Huang Guangyu two main complaints, one he believes is too large amount of foreign capital that would dilute his stake; the second is too harsh. "It was also the major shareholder Chen recommended a number of investors who, far Bibei En loose conditions, but Chen did not always time for reason, people see these investments are not seen." Spokesperson, said Huang.
According to reports, the United States from February to May 2009, negotiations with Bain, Huang Guangyu no objection, and even his commitment to not personally participate in a rights issue, but then he only knew the basic conditions for financing, rather than specific terms. Huang spokesperson said: "Prior to attract investment, Huang from other sources that some of the cases, the bundled with the executive incentive, Bain number of directors, breach of contract terms, etc. expressed doubt, but the opposition was not adopted, the specific terms in the seen only after completion of contract. "
Cited Ru Beien after month, the United States ahead of schedule out of 100 stores behind the plan, July 7, 2009 was published in the domestic appliance industry's largest equity incentive plan, two things are in violation of Huang Guangyu, the will, and without informed him. Plus signs before, had been suspicious of Huang Guangyu was distrust of management, he decided to take some action. Subsequently, the yellow in the secondary market sale of shares of HK $ 549 million raised, participate in the subscription after placement into Bain, nearly 34% stake in the largest shareholder of the United States locked position.
Informed sources said, before Huang promised not to participate in a personal letter for the shares, the results throw a purchase through a yellow, both profitable and successful holdings of shares with institutional investors asked the United States, 'not' go yellow 'do, how has holdings? "Huang spokesperson admits this:" I had been wary of large shareholders actually had. "
This year's "5.11" a war, the U.S. Board to adopt a tough stance against publicly with Huang Guangyu, the signal is clear: yellow has completely lost control of the board of directors. Since June, Chen continued to throw the media "to Huang is the inevitable choice," "The (major shareholder) is no longer suitable to continue to play a leading role in listed companies", "Yellow's political life has ended," " the fish is dead, the net is not broken, "like the radical of the language, may be related to Huang," emperor to abdicate, "the pressure, but also reflects his backing was solid, winner of the self-confidence.
Chen One of the hardest cards, hold the hands of the issuance of the Board of Directors is authorized. Huang Guangyu in prison at a time should not be difficult to see this is a fight for control of the company, ownership of the "duel." Huang Chen had hoped to acquire shares and appropriate compensation in exchange for Chan, "graceful exit", but was rebuffed Chen, he could only launch counterattack to regain their lost token.
August 4, Huang brought extraordinary general meeting, the repeal of the additional 20% of the board of directors authorized to revoke Chen Executive Director and Chairman of the Board voting on matters such duties. The next day, Gome Huang Guangyu, the High Court in Hong Kong in 2008 to bring breach of fiduciary duty to prosecute. "Decisive battle" to kick off.
Second, the management why the "defection"?
United States battle, the more contrary to expectations of the outside world, is Chen from the acquisitions as a foreign person, actually won the support of Huang Guangyu, the old unit. August 12, Eagle Building, 7th Floor Conference Room, vice president of the United States four Sun D, Li Juntao, your first Mou, Yang Qing and Fang Wei, director of financial statement to the media closely aligned with the Board. This is the outside called "battle of the party was" an important member of Huang Chengong falling out after opening the first public appearance, after the news media have reported that the title is the United States more than five executives' behind Chen. "
August 5, before the United States announced in June was promoted to president of the United States has indicated that stood Chen Wang Junzhou side. Wang Junzhou joined the United States in 2001, served as general manager of United States business center, South Region general manager and general manager of strategic cooperation center. Senior management at the time, the only vice president Chen Wei Qiuli not publicly declare their support, but in fact the United States August 6, the internal conference, Wei has read "U.S. Board's letter to employees" that the position of the Board of Directors and require employees to unconditionally support the board. Weiqiu Li Gome since 2000, has served as Management Center, pricing center, human resources and administrative departments of the central office director, said a very good relationship with Huang Guangyu.
This is the core of the United States several executives to follow Huang years, by Huang trust, which had Weiqiu Li Huang and Wang Junzhou after the incident, was also authorized to sign on behalf of Huang Guangyu, the United States and its private files. The small Sun is entering the United States in 2009 after the yellow Bain personally nominated executive director, "to contain the body Tam Bain and Chen's trust."
Chen Xiao, Gome end of 2006 with the acquisition of Yongle and into the United States as president, the reason why the second half of 2008 has left the United States wanted to end, because I think the body is said to be in "Huang Guangyu system" is difficult to cast, Huang _set_ up the "decision-making committees "independent of the executive, president, real power" a mere figurehead. "
But when the battle for control of the United States started the occasion, yellow hand-picked "veteran", most choose to form a conspiracy of silence and Chen. May 11 Board of Directors on the evening of Gome, Wang Junzhou, Weiqiu Li, a small Sun on the re-appointment of Bain Capital are the three non-executive directors voted in favor of a direct rejection of the day against the major shareholders. Wang Junzhou requirements for Huang Guangyu Chen, "class" statement, said: "This is a very disappointing move." A small Sun also said that the practice of Huang Guangyu, "I feel really very sorry." Bain Jonathan Zhu has told the media in early August, "the current management has no one close to Huang again."
Informed sources, Huang Guangyu, "is I did not expect" In the fight for control over the critical time, senior management will stand Chen side. So, why the old unit yellow defection betray it? Huang spokesperson's explanation is three things: the interests and options tied "golden handcuffs" temptation; first instance, Huang was sentenced to 14 years, some executives feel no more to look forward to; Chen to control the board, "fitters" in atmosphere coerced executives will.
Finally, a proof is August 6 the United States has held a national emergency video conference, asked the United States based board of directors, vice president and general manager of the major components of the company's management, as well as Deputy Director level and above the major zone members are required to participate and "stand." At the meeting, Wei Qiuli read a "letter to employees the Board of Directors", and then participating executives one by one statement, President Wang Junzhou took the lead firmly support the prosecution of Huang Guangyu. "There was no objection to that, and basically means 'resolute support for the incumbent management'." One participant recalled.
Huang believes that July 7, 2009, the United States by executive incentive scheme to draw Huang old unit, leading to the above situation is the most important reason. Day, the United States part of the directors and executive officers may subscribe for the United States issued 383 million new shares, benefiting a total of 105, the exercise price of HK $ 1.90, the total amount of nearly 730 million Hong Kong dollars, _set_ting a record of China's home appliance industry. Among them, 22 million Chen, Wang Junzhou 20 million shares, Li Juntao 1,800 shares, 1,800 shares Weiqiu Li, Sun D 13 million shares. Prior to this, outside of the United States in addition to all the executives Chen have no equity.
Huang side later in an open letter accusing the board of directors of the incentive program is the "expense of the shareholder's money," and this program did not seek shareholder approval, and the timing for the introduction of options, motivation, the ratio of specific, fair and reasonable of dissent, but stressed the company's equity incentive has never been a system designed to objections, and later proposed a broader equity incentive program. An insider to the United States, "Business Week," said Huang Guangyu been since 2007 in the design of equity incentive programs, but has not released an important reason, and he saw Paradise with the implementation of incentive options, not even executives Paradise Chen joined the one to follow the United States.
However, senior management defections may not be entirely out of interest regardless. Huang's personality is too strong and paranoia should also allow the "suspected of anti-courtiers had to" promote the important cause. A source on the "Business Weekly" said, in August the resignation ultimatum issued to Chen before the yellow also has written a letter to senior management, "the letter for everyone, also contains blame, meaning the threat of , once the executives are offended, and that he and the management began to break. "
With a strong yellow in stark contrast to Chen's leadership style is more easy-going, respect its also good at sharing power, such as he repeatedly Wang Junzhou at a news conference to ask, and evaluation of the king have a strong public execution, Gome No one is more qualified than his president. Wang Junzhou also reciprocated to Yumei Chen, "has always been an outstanding and influential leader, trusted colleague and close friend."
Third, the U.S. Board of major shareholders or large?
From the study of corporate governance scholars point of view, the United States battle left the most important value, not as talk of the wealthy scores, but the May 11, 2010 that night happened, the U.S. Board of veto during the day shareholders' meeting resolution of the dramatic scene. The future of the MBA classroom and the "Law" research thesis, this scene is bound to be repeated as a classic case of grinding, as it happens in reality is the core issue of corporate governance - "the power of shareholders and the board boundaries" of an open class . This is not developed in a market economy in China is also called first.
"Like the board as corporate boards, directors, namely Mr shareholders elected, and elected you is to let you represent my interests, I will dismiss you mean you do not need to go through the Board of Directors resolution in accordance with the rules of corporate governance, involving changes in board seats, should be based on the articles of association or shareholders' meeting to decide not to _set_ by the Board. "Shanghai Institute of International Trade and Investment Chief Economist Zhu Changchun on the" Business Weekly "stressed," Huang Guangyu, 30 percent of the shares are can not replace a board seat, this is really funny thing, Huang is to do his own death, he do not know, nor understand the corporate governance around the people. "
Zhu Changchun that the United States battle the core issue is the issue of board seats, "Huang Guangyu no one in the board, meeting people he did not know what to say, he in the open others in the dark, so always passively react."
In our country, "Company Law", the general meeting of shareholders is the highest authority, "the implementation of resolutions of shareholders" is to clearly define the main responsibilities of the board of directors. But China belongs to civil law, and the United States are registered in Bermuda, the listed locations in Hong Kong, two places belong to the common law. Beijing Pacific Century, according to Liu Bin law firm partner introduced civil law and common law authority for the board of directors and shareholders will be quite different definition of the boundary, in general, pay attention to the civil law "shareholders will center" system that the board shareholders will only have the powers expressly granted to it; the common law is to pursue the "Board Center" system, which will be retained in addition to shareholders, board of directors has all the powers. Bermuda as the "Company Law" that is the case: the shareholders are free to retain their power, in addition to corresponding with all the powers of the board of directors, "the two sides of freedom are very high." And companies registered in Bermuda, only to record a very simple, "outline-like" articles of incorporation, articles of association is often true is not the government departments for the record, the law rarely interfere with the articles of incorporation.
Biru event in the United States, at the annual general meeting of shareholders have voted to form resolutions, the board of directors in power to "vote does not truly reflect the wishes of the majority of shareholders" as an excuse to reject the relevant resolutions of general meeting of shareholders, the basis is Gome expressed in the Articles of Association: Board of Directors authorized the company to shareholders general meeting of shareholders entitled to consent in the case of non-appointment of non-executive director until the next shareholders' meeting to vote.
However, if the matter careful study, can be found in more than constitutionally mandated areas, not specifically in the resolution of the shareholders' meeting has become the case, the Board has the right to deny this resolution. U.S. Board rejected the day before, it is based on common law "does not explicitly prohibit the compliance" principle. However, this incident jurisprudence have different opinions, a lot of point of view, the U.S. Board on the day of the shareholders is a clear violation by the wishes of shareholders to vote the resolution was "a bad precedent to open."
Liu Bin in view, the U.S. Board of State practice, although not violate the Articles of Association, do not violate the laws of Bermuda and Hong Kong, but in legal terms, is still "inappropriate." Because the common law and civil law legal thing connected, that is, "empowering" is not "transfer of power." Liu Bin explained: "I grant you the power does not mean I will lose this power, in other words, if I have advocated earlier, you and I can not stand in conflict, this is a basic legal principle, so I that the United States the legal resolution of the board is at least arguable, my personal view is that it does not negate the resolution of the shareholders. "
In his view, when the shareholders (rather than shareholders) the board of directors can be held responsible on this, if the shareholders that the board violated his rights can legal proceedings, for a prohibition order, revoked order or apply for the Hong Kong Alliance Exchange Listing Committee conducted investigations, hearings and sanctions.
But the United States case of the more ironic is that the board has a relatively strong power of the governance structure, it had _set_ a major shareholder, policy-makers and practitioners in a primary shape of Huang Guangyu. First, in order to more easily and free of control of the company, under the common law choice of Bermuda, Hong Kong-listed, is Huang Guangyu decision. Second, the 2004 and 2006, Gome 65% and 35% equity stake two backdoor listing, Huang family was holding more than 75% of the shares in the United States, it is in this period, with its "absolute control" status , Huang several times to amend the company charter. In 2006, the United States shareholders of a company's charter the most significant changes: without shareholder approval, the Board can adjust the board structure, including the appointment and removal at any time, changes in directors, and not limit the number; The Board also received a substantial enlarged share capital of the "general authorization" (which is yellow in September 28 to recover the license), including for the shares (the old shareholders to subscribe for the same proportion), placement (certain shareholders to issue new shares) and the management staff to implement a variety of options, equity-based incentives, etc.; board also may enter into various board members "have a significant stake" in the contract.
In short, Huang anything to make corporate governance more convenient to own the system level, a series of capital operation. 2004-2008, Huang Guangyu placement, repurchase and other listed companies in various ways, from the United States total nearly $ 10 billion in cash, he acquired Dazhong Electronics, triple trading funds spent, but also from the United States borrowing from.
Huang Guangyu, the only I did not expect, is that one day this will be to develop their own _set_ of rules of the game injured.
"So much authority to the Board of Directors, is tantamount to denial of a general meeting of shareholders is the company's highest authority, was Huang Guangyu not control, so that Chen picked up a leak." CASS, an economist said.
Fourth, why Bain Capital and Chen reach a conspiracy of silence?
Bain debt before and after mid-September, the Huang family private equity institutions to release this "reconciliation" signal that is willing to "share the United States." But the evening of September 16, Bain spokesman made it clear that, will the September 28 vote for the resolution of the Extraordinary General Management. Before the media has been called "Bain an ambiguous attitude," the title broke the eve of Armageddon, if Bain turn, is undoubtedly the biggest blow Chen. Because it is difficult to imagine, if there is no support behind Bain, in the hands of the United States not only holds 1.47% shares of any capital and clout to talk to Chen over 33% of the shares of major shareholders "to start a duel."
From the perspective of economic returns, according to the national debt-day closing price of HK $ 2.34 US / per share calculation, Bain's investment rate of return of up to 237%, if the exit as a debt, the rate of return of up to 150%. But this time the debt-equity swap, also means Bain in order to obtain the right to vote, gave a series of binding and bonds tied interests. The binding of these conditions before the attack is Huang Guangyu Chen and Bain signed the "harsh" handle the financing agreement.
Huang believes that "Chen's use of harsh and additional terms Bain, bundled in their own board of directors in order to achieve personal desires." Here's "harsh", the evidence is before one has been a lot of news media reported the four "binding" clause:
1, Chen's term of office of Chairman of the Board at least three years; 2, to ensure that Bain's three non-executive directors and a board of independent directors to enter the United States; 3, Chen, Wang Junzhou, Wei Qiuli three non-executive directors at least two be removed from office; 4, Xiao-an individual loan guarantees for the United States do if the leave is likely to touch the default clause. Once the breach of the above matters, Bain on the right to request the United States to 1.5 times the cost of that 2.4 billion yuan redemption of convertible bonds.
On September 18 when the last CCTV interview, Chen denied the existence of the third and core senior binding.
Chen acknowledged that the financing process, the specific terms of the financing agreement by the "can only pass a note into the" limited objective reasons, but did not inform the shareholder Huang Guangyu. But in fact, even entered into the above four (including the Chen denied the first three) terms, with financing amount and other information, in a "note" where recorded under the above-mentioned information, and then passed through a lawyer to Huang, is not difficult.
"Ordinarily a significant financing matters of major shareholders have the right to know." Zeng, chairman of Maple Valley, that the investment "a mature and wise investors should try to coordinate and resolve the professional managers and major shareholders of the contradiction between this kind of thing communication and bad must be a lose-lose. "
Huang family spokesman told "Business Week", Chen and Huang communication cut off when it is in negotiations Bain into the capital during that time. He said, "Huang also actively want to participate in the financing issues, they recommended to Chen two local investors." Was with the United States came the "scandal", there CITIC Capital, Carlyle, KKR, Warburg Pincus, Magnolia investment capital and a number of institutions Fosun. "We heard, into the favorable financing conditions Bibei En plenty, but the United States is now locked Bain." Huang family spokesman said.
Another layer of relationships are also of concern that Chen and Bain managing director Jonathan Zhu is known for years the old friend. 2005 Paradise listing, Chen is the head of Paradise, while still Morgan Stanley's Jonathan Zhu is the Paradise of listing sponsors.
Chen has repeatedly stressed that after the lock is only because it was only Bain Bain agreed not to dilute a shareholder's stake to below 30 percent, "the most liberal conditions." But it is worth scrutiny is assumed to Huang's equity ratio was diluted to 30% financing amount should be equivalent to about Bain into the funding of HK $ 1.804 billion, four times, which is about 70 million. Such a large sum of cash, investors will not speak of the strength of the United States this "type of financial logistics" was the need for such a large share of the low amount of financing it?
Bain in June 2009 after a successful investor in the United States, the United States in July will launch Huang called the "expense of the shareholder's money to buy people to self-serving," the incentive, and quickly advancing closed shop 100, to improve the performance of a single shop strategy, which is Huang Guangyu, "Chinese home appliance retail market is still in the era of staking their claims," nothing in the market strategy. "They want to turn off 1 / 8 of the stores, and Suning is the momentum of rapid expansion of the shop, so go 'Soviet hegemony' soon became 'Soviet' has." Spokesperson, said Huang. Data show that Suning has been a net increase of more than 300 stores, "the new shop three day" to the end of the year its total number of stores to over 1300, and National Jean Ping.
But difficult to determine, Chen and other management of this roadmap is supported by Bain or dominant direction. According to reports, three members of the Bain non-executive director as the board of directors, the rapid advance of the changes the United States: on the one hand the implementation of the management equity incentive, on the other hand the McKinsey recommendations to the United States, for its five-year plan to develop, to give up on the size of the blind pursuit of increased same-store profit margins.
Understanding of the PE industry knows that, as a financial investor, PE shoulder for LP (limited partner, that is, the PE investors) funds the value of pressure, so the routine is a typical PE investment in "fast track": in the invested enterprise When extremely short of money involved in leveraged financing through cost-cutting and lay off workers, sell as_set_s or spin-off has been notorious in China to "gamble" and other means to improve the company's profitability in the short term and cash flow, do high stock prices, then profit through transfer of shares. Their average investment period considerably shorter than the VC, generally two to three years will be out of a project.
Bain has invested in the plight of the U.S. toy distributor Toys R Us (ToysRUS), shares is completed, Bain quickly closed its 1500 retail outlets in about 200 stores, while significantly reducing the number of employees. Its investment business in Burlington, another garment factory, Bain also reduced its original plans to develop an active shop, focused on maximizing cash flow. Therefore, the United States after the massive Bain shares closed shop, cut 20,000 jobs is not surprising.
In fact, the international capital markets as an emerging power, PE rise of only 30 years, they kind of "vulture" and "door savage" acting style in the world is extremely controversial. Europe's trade unions, especially as a thorn in the PE, because PE investments a company will immediately after the divestiture of as_set_s and layoffs, which the PE is called "as_set_ strippers" (as_set_strippers), "locust (PlagueofLocusts)" and so on.
Since then, Bain and Chen camp tried to dilution by issuing equity Huang Guangyu to 33% (number of votes required to veto major issues) the following, the United States has also publicly expressed, when necessary, through the issuance of "Let the yellow out," " additional financing the company's future is inevitable. " According to the United States jointly developed with Bain's "new five-year plan," the United States over the next five years, the funds needed at least 70 billion dollars at current share price, additional shares just 20% plan to fill the funding gap.
The PE analysis, said: "This shows that they are indeed prepared the additional, but later, as disk access, other investors and Huang and other reasons but not implemented into."
5, the company who in the end of the aspects of the other reasons?
"United States" Case, Chen has repeatedly stressed that the United States simply as a public company should not have surnames, the United States is not named "Yellow." He repeatedly explained, the whole thing is not a stake in the dispute, the interests of the dispute or Chen Huang dispute, but the largest shareholder behind bars also refuses to give up control of the company, and he, as chairman and lead management company who, for professional managers to take fiduciary responsibility and professional ethics, responsibility and obligation to stand in the overall interests of the company and all shareholders stand to resist the large shareholders control the company, to prevent the United States was "instrumental."
This passage sounds very reasonable, but there are two aspects to the logical scrutiny, one major shareholder seeking control of this company is definitely unfair, public companies are in conflict with the family company; two large shareholders with other shareholders, the company's interests is necessarily antagonistic relationship, and who have qualified to act as referees to determine the "conflict of interest" has occurred, and to rule.
In fact, the answers to these questions related to research a company's ultimate interpretation of the proposition - "is what's in the end Who is it?"
So far, recognized for the "company" is the most classic definition of Coase's "company is the collection of a series of contracts", the basic structure of modern companies from the two "principal - agent" of the contractual relationship, that investors (shareholders) commissioned Board agent and advocate their interests; Management Board to commission business interests and ideas as their own agents. The so-called "principal - agent" means the contractual relationship that is being commissioned party (the agent) has the responsibility and obligation to act in accordance with the idea of commissioning party, or the commissioning party to withdraw, revoke the agent's agency status.
The problem is, when the company stock diversification, different shareholders have different interests and ideas between the demands of fighting, their co-agents - the board of directors and senior management should listen to whom? Modern corporate governance system, the answer is: do nothing, only shareholders who join in a show of hands.
On the accused Chen of "control", also interpreted as "binding", the final analysis, ideas and opinions is an exclusive meeting. For one thing the two sides have different propositions, in accordance with the Party's views on dealing with it called "a control", meaning to do is called by B "B control." So this is a matter of distribution of power "zero-sum game" relationship, it is important to form a power balance.
The modern corporate governance for hundreds of years down the game out of the "steady state" checks and balances is, the shareholders of the company's highest authority, agent of the shareholders in accordance with company requirements and constraints of their own ideas and opinions to act, is a derivative of its right of ownership of as_set_s Of course, such claims shall be in accordance with the agreed rules of the game contract to exercise, such as more than a certain percentage of shareholders are eligible to draw the relevant resolutions adopted by the meeting of shareholders; within the mandate of the board may refuse to shareholders (rather than shareholders) to disclose specific information or other requirements, and so on.
Therefore, the term corporate governance has never been "shareholder control" argument, because the binding agents and unconditional withdrawal of shareholders eligible to be an agent of natural rights based on their own property, but there are "internal control (Insider Control)": in the modern enterprise The separation of ownership and management under the premise of the right financing, investment, personnel and so the right to control the company's business (ie insider) hands, because of conflicting interests of owners and managers, and operators to use business terms information asymmetry controlled, damage the interests of the owner.
"Internal control" phenomenon in the case of dispersed ownership can easily occur, such as the United States, a well-known case is, as listed after the equity is widely dispersed, the company's founding family, although Disney CEO Eisner to the dissatisfaction, but Egypt Wisner assured founding family is difficult enough votes to convene shareholders' meeting to catch him to step down, there is no fear of Stanford's control of the company for 20 years. Eventually the descendants of founder Walt Disney called on the national newspaper called the Disney shareholders, and finally actually pulled 45 percent of the vote, finally meeting of shareholders will be dismissed Eisner.
Back to the United States case, Huang and increasing the value of private property for their own purposes and constraints required by the board of directors or management of his claim to act (such as financing amount, conditions, candidates for appointment and removal of directors, to maintain the equity ratio, etc.), which is his rights. Similarly, the other shareholders also have this right. Right tools to achieve this is to hold in their hands the stock and voting rights has the right to speak.
Huang Guangyu Chen accused the major shareholder intent "control" the company, however, the board and management shareholders even if shareholders rejected the idea, then the shareholders of a party is more qualified than Chen accused each other of "control" company. Chen claimed that the Board rejected the will of shareholders, is to "all shareholders' interests, but the problem is an agent of the board as a shareholder will have no more qualification to reflect their own resolution of all shareholders; Secondly, not enough votes other shareholders to speak out against the idea of shareholder (Bain was just no voting rights of creditors). In fact, the principal has not yet issued a claim, no quarreling between the client, they are "being representative" to play the one.
As Chen said the "tool", according to public reports, he may be referring to two meanings, one before the couple convicted of related party transactions Huang and Huang illegal holdings of shares in the United States by Hong Kong SFC to investigate the matter . In fact, as a chairman, he should not have been previously investigated by the law and punish the crime of reason, not to prevent the occurrence of crimes. Huang was sentenced What's wrong regardless of his rights as a shareholder of a series of still and the past is no different, it is common sense. Moreover, one is associated with trading, manipulation of stock prices to pay for 14 years, free of the old "richest man", the bottom line once again to touch the legal possibility of life?
Chen's another layer of meaning may refer to media, Huang Guangyu Chen presided over the Board had expected, the use of supplier relationships, companies and other industry influence, forcing the company bundled with their own interests, to reduce their personal criminal purpose. If so, Chen should inform all directors of this important information to shareholders for their votes to influence, or to report yellow obstruction of justice, but so far seems to have been publicly Chen so favorable votes on his message.
CEO of numerous successful world, however, and the founding shareholders or controlling shareholders Sike, but also a big success, it seems not to be found. Jack Welch, Lou Gerstner, Alfred Sloan, CEO of both of these distinguished very clearly in his autobiography, professional managers define their position, never tried to claim credit for challenging the authority of the company's founding family. On the contrary, we have been able to find a lot of expulsion-founder, major shareholder Sike director of professional managers of all parties lose outcome. Others removed the joint such as Steve Jobs of Apple and Schooley, founder of lack of respect for Carly and her family as a strong woman leader Hewlett-Packard, pushed Galvin family star CEO Zander and Motorola, etc. into a quagmire and so on.
From the perspective of internal control of the Gome and Suning more professional managers incentives, Suning two years in full on the size and performance beyond the United States, but Suning Sun Weimin, vice chairman in 2009 received a salary of about 27% of Chen ($ 0.6 million than 2.254 million yuan), in August 2010 he received a year ago the number of options received by Chen, 1 / 7 (300 million shares compared with 2200).
Corporate Governance Research Center of Chinese Academy of Social Sciences Jie Secretary-General believes that the United States the voting shareholders, it is important not to support who, against whom, but to defend a "corporate governance structure and spirit of contract", "that is Shareholders have the right to be bound by the management, maintenance of the company's basic contractual relationship. "
Finally, back to the "company in the end who is" the ultimate question. With the rise of capitalism and the birth of the "company" in this organization has experienced hundreds of years, the answer to this question has been: the shareholders of the company's owner, bear the risk of the company's operations last, so shareholders should the company have control and residual claims. Until the 1960s, the rise of the West of "stakeholders" (stakeholder) theory to challenge the "shareholder first" theory. The theory proposes that the company is not only shareholders, from as_set_-specific and other point of view, companies should be shareholders, managers, creditors, employees and all stakeholders have. But this theory has gone through half a century, and always stay in a purely speculative "normative research" category, but not in reality a "positive action" for two reasons: First, the "stakeholders", "as_set_ specificity" of these two large basic definition of the concept so many years not a conclusion, and it leads in the end meet the criteria of the stakeholders to participate in corporate governance, ill-defined; the second is to protect the interests of stakeholders is difficult to be institutionalized, as is Like in the case of the United States demonstrates, a major shareholder of the company, minority shareholders, creditors, executives and ordinary employees exists between the interests of the conflict is too complex relationships.
Been proven for hundreds of years, or "shareholder first" principle, it is not perfect, but at least an effective, second-best. "'Shareholder first' principle and 'butler spirit' behind the creation of a capitalist society, business needs for innovation, risk-taking spirit of respect, and respect for private property rights, a series of history lessons in exchange for . "Zhong Chinese Academy of Social Sciences Institute of Economics researcher following the silver on the" Business Weekly "said.
(Editor: TIAN Ying) |
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