Chapter 098 [Double-layer structure design of equity (1800
About ten minutes after Li Mingyang left, someone knocked on the door of Lu Ming's office again.
"Please come in!"
The person who entered the office was chief lawyer Yao Jun, who also came in with a thick stack of materials. She said: "In the past few days during the holidays, we have designed a complete solution to the problem of the company's backdoor listing and reorganization.
"
Tiansheng Capital wanted to go public through a backdoor transaction. Yao Yun had already been informed of it during the few days he was in Shanghai.
"So soon?" Lu Ming walked out of the desk. Lu Ming came to the sofa and sat down. He saw a thick pile of materials she had compiled on the table. He immediately looked at her and said, "Thank you for your hard work. It's a holiday."
I also work overtime.”
"It's okay..." Yao Yunyan smiled slightly.
Lu Ming retracted his gaze and picked up a few templates and flipped through them, "There are so many materials, let's pick out the key points."
Yao Yun nodded, and then said unhurriedly: "Mr. Lu's initial top-level design for Tiansheng Capital was a relatively standard 'dual-layer architecture' model, and it has been relatively complete. On this basis, I have made further progress.
Improve and facilitate backdoor listing to protect your control over the company. After the reorganization, the top-level backdoor listing should be Tiansheng Holdings as a shareholding platform, and all its major subsidiaries will be packaged and put 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 Procedures for the Board of Directors", and "Rules of Procedures for the Board of Supervisors"
, "General Manager's Office Meeting Rules of Procedure", there are so many materials, it takes a lot of time to read them all.
Yao Jun looked at Lu Ming and continued: "The core is the control over the company's board of directors, which requires the cooperation of the Articles of Association and the Shareholders Agreement. Currently, Tiansheng Capital has a seven-member board of directors, of which the founder has the right to nominate more than half of the directors.
With this agreement, we can firmly control the board of directors."
Once the company is listed, the equity will be dispersed. At that time, other major shareholders will be desperate to have a board seat to represent their interests. However, the board of directors must ensure that more than half of the people are nominated by Lu Ming to ensure that control is firmly in their hands.
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The current plan is to make up the board of directors with 7 people. In the future, if a major shareholder requests a seat, it will be easier to directly expand the board of directors seats to 9 seats. The shareholder will get a director seat as he wishes, but Lu Ming’s director nomination
The number of seats can also be increased from the previous 4 to 5, still firmly holding the control of the company 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 can theoretically control more than half of the seats on the board of directors no matter how many seats are added.
Yao Yun said methodically: "In order to ensure that the founder's majority of the director nomination rights are not deprived, a special agreement was made with all shareholders, which means that modifying this clause requires the approval of more than 90% of all shareholders to modify the founder's nomination of more than half of the directors.
The Articles of Association stipulates the right qualifications, and this clause requires the use of the "Shareholders Agreement."
Lu Ming currently holds more than 90% of the equity ratio of Tiansheng Capital, and the other 10% is reserved as an option pool for employee incentives. With this agreement, it means that Lu Ming's equity holdings are not less than the 10% red line.
He can never be deprived of the right to nominate more than half of the board of directors, because if he does not agree, it is impossible to gather more than 90% of the majority.
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 require a two-thirds majority vote, so the court may not support it.
But it is different if it is written in the "Shareholders Agreement" at the same time. The shareholders' agreement is based on the "Contract Law". Contract law is an agreement freely concluded between two equal subjects. As long as it does not violate the mandatory provisions of national laws, everyone can get it.
Court support.
This special agreement must be written into the "Shareholders Agreement". The shareholders' agreement is more important than the company's articles of association at many critical moments.
Yao Yun said: "Tian Sheng Capital's existing articles of association and shareholders' agreement are very complete, and all other loopholes that threaten control have been patched. Another modification is to recommend that Tian Sheng Capital's
The four core businesses of VC, PV, private equity funds and public funds have all independently established their own subsidiaries."
"Then, the articles of association of these four subsidiaries were also agreed upon with reference to the nested template above. At the same time, 100% of the equity of these subsidiaries was packaged and placed in a shell company as a shareholding platform. This shell company is to be listed as mentioned earlier.
Tiansheng Holdings, as a pure shareholding platform, then you, 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, 100% of the shares of the subsidiary are controlled by the parent company Tiansheng. When the subsidiary holds a shareholders' meeting, the most powerful person to be sent to participate in the shareholders' meeting will be
He is the legal representative. It doesn’t matter what the equity in Tiansheng Holdings is. Even if Mr. Lu holds 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. It actually does not have any operating business. It is just a pure investment company that holds entity subsidiaries as a shareholding platform. It only invests in
Qianhe collects dividends from the net profit attributable to the parent company, so the legal person risk coefficient of a shell company like Tiansheng Holdings will be very small."
"At the same time, the corresponding company articles of association and shareholder agreement templates are also embedded in the parent company to provide an additional layer of protection. The advantage of subdividing the business of subordinate entities and subsidiaries into independent entities is that if one of the subsidiaries has a problem, it can directly
By cutting it through the shareholding platform Tiansheng Holdings, potential risks will not be systematically passed on to other entities and subsidiaries, thereby achieving risk isolation."
“The last step is to let the parent company Tiansheng Holdings, a pure holding platform without an entity, conduct a backdoor listing. Tiansheng Holdings, which has completed the backdoor listing, will attribute the profits of its unlisted entities and subsidiaries to the parent company and reflect them in the consolidated financial statements of Tiansheng Holdings.
performance statements and thus reflected in the stock price.”
When Yao Yun said this, he basically finished the key points in a simple way. The actual content was extremely complex, such as the patch for loopholes in the transfer of major shareholders' equity rights and preemptive repurchase rights, etc.
In fact, there is no way to make the top-level design so complicated. The domestic capital market does not support the AB share system. If it did, it would be solved by directly adopting the AB share system, or setting up a limited partnership structure. But these big A’s
not support.
Then we can only indirectly create a "double-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 designated 7 seats, 4 of which are nominated internally by the company, the other 2 seats are external independent directors, and 1 is given to others.
Major shareholder."
At present, the equity of Tiansheng Capital is highly concentrated in the hands of Lu Ming. 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 a 'golden parachute clause' to the company's directors, senior managers, and supervisors. I need control, but at the same time, I also need to hear the truly different opinions of the company's senior management, otherwise the so-called collective effort is 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 remove the senior management at will. For example, with the golden parachute clause, if a director with an annual salary of tens of millions wants to fire him, he will have to pay 10 times the compensation.
Or more, by agreeing in the golden parachute clause.
As a result, the cost of firing him is huge, with hundreds of millions or even hundreds of millions of dollars to pay, so you must be cautious when firing senior executives.
At the same time, directors, senior management and supervisors dare to speak loudly. The purpose of introducing independent directors is to listen to different voices. Independent directors are third parties, so they often make suggestions for the healthy development of the company and do not represent the interests of a major shareholder.
, it is very necessary for the board of directors to have independent directors.
Coupled with the protection of the golden parachute clause, independent directors dare to say things on the board of directors that Lu Ming does not like to hear. When encountering some resolutions that he has different opinions or even strong dissatisfaction with, he dares to stand up and vote against him. In the worst case, he will be fired.
It's even more satisfying to give someone a bunch of money and get ten years' salary for nothing without a non-compete agreement.
Although the opposition of independent directors cannot really prevent Lu Ming, who has absolute control, from passing a resolution, as long as such a strong voice of opposition is raised, it has a corrective significance and can be adjusted in time to prevent a big mistake.
Otherwise, if Lu Ming proposes a resolution, the board members will always vote unanimously because of his authority. Even if it is wrong, even if some directors see it, in order to keep their jobs and not offend Lu Ming, they will pretend not to see it and directly
Deciding with your butt, the potential harm to the company is huge.
Lu Ming is not a saint, and it is impossible for every decision to be made correctly.
After Yao Yun made a supplementary memo, Lu Ming looked at her and continued: "As for the four seats nominated by internal directors, I will hold one seat as the chairman, and I have decided to appoint you, Su Xiaoman and the primary market to the other three seats.
The person in charge, Ge Feng, the three of you have nominated me. Li Mingyang is very smart and can be an alternate when the board of directors expands in the future."
The right to nominate more than half of the directors, of course, is to nominate people who are on the same front and share the same community of interests.
