發布時間：2021-06-28 發布人：山東股章瀏覽次數：707次 來源：www.newadnetwork.com
How to use 1% equity, through the layout, to have absolute control of the company?
There are four ways. One is multi-layer ownership structure; Second, protocol control; Third, the design of the board of directors; Fourth, AB share design; As follows:
1、 Design control method of multi-layer ownership structure
Suppose the target company is a, which is the carrier company of operation;
Design a 100% shareholding limited partnership B on top of company a;
Company B owns 100% of company A;
The general partner (GP) of company B is the founder, holding 0.1% of the shares. Other investors / investment institutions are put on the "investment platform" as LP.
The management power of limited partnership b lies with GP, that is, the founder, who controls company A. We can draw inferences about other deformation structures. I will not elaborate here.
2、 Protocol control law
1. Concerted action agreement: the founder and all new shareholders sign a concerted action agreement to ensure control of the company.
2. Proxy voting right: the founder and all new shareholders sign a proxy voting agreement, which can also ensure their control of the company.
3、 Board design control law
It is stipulated in the articles of association that the founders occupy more than two-thirds of the seats, the increase of the board of directors and the new directors must be approved by the founders, and the amendment of the articles of association must be approved by the founders. Control can also be maintained in this way. Alibaba's partners are similar to this model.
4、 Design AB share system
In fact, the AB share system is about voting rights. The same share has different rights. A share is common stock, and one share has one voting right. However, one share of B share can be equivalent to 10 or even 20 voting rights. Our company law stipulates that the same share has the same right. Although it was announced some time ago that the system of same share with different rights can be implemented for some innovative enterprises, the company law has not changed, There are obstacles in practice, but this is also a direction.