Global monopoly of technology

Two days later, Luo Sheng received notice from several major outside investors, and fifteen days later, an extraordinary shareholders meeting was held to vote on the resolutions of the company's board of directors and the board of supervisors.

This matter was not long after the pre-A round of financing. In addition to Xu Chenghua, who represented Teng Xun, three other external investment shareholders have verbally urged Luo Sheng to set up a board of directors and a board of supervisors as soon as possible, and adjust the company from a one-person limited company. It is a company limited by shares and is registered at the Industrial and Commercial Office.

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

But it is impossible to drag it forever.

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

But it’s better not to follow this one. The first trial is six months, and the second trial is three months. It is too time-consuming. Attorney fees and litigation fees are required. It is not beautiful to go to court for this matter.

But in the end, Luo Sheng was convinced.

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

So fifteen days later, the first shareholder meeting of Bluestar Technology was held as scheduled.

...

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

Before he heard it, Luo Sheng knew that it was Qin Weimu. When he looked up, a pretty urban lady in a short-sleeved white shirt came into sight. Qin Weimu did not wear a bow tie today. It is still the iconic partial distribution type.

Luo Sheng looked at the coming beauty and smiled: "Control loopholes? This is impossible. I designed the company’s shareholding structure to be an AB share system, plus a veto, not to mention this veto, as long as my The equity is maintained at the 10% line and still has absolute control over the company."

As soon as the voice fell, Qin Weimu laughed, glanced at Luo Sheng and said, "What you said is exactly what I expected."

Luo Sheng was stunned and asked quickly after a while, "Is it possible that there is a loophole?"

Legal issues are too complicated. Luo Sheng is not a professional. Now that the professional speaks like this, he hesitated.

Qin Weimu walked a few steps back and forth in the office before looking back at Luo Sheng, and said: "In theory, you do have absolute control over Bluestar Technology, but if you do not handle it well at the shareholder meeting tomorrow, in the future, It may make you very uncomfortable and even bring major consequences. Since I have been given such a high salary, of course I must help you eliminate hidden dangers.

Luo Sheng looked at her suspiciously: "Really?"

"You have the same misunderstanding as many business owners, that is, you are too fancy about the control of equity." Qin Weimu smoothly moved a chair to sit on the opposite side of Luo Sheng, and methodically continued:

"For example, if you hold 67% or 51% of the equity, if you don’t reach this shareholding ratio, you will use the AB share system or the concerted action agreement and other means. It is believed that absolute holding can absolutely control the company. In fact, it is not. You need to control the'three meetings' at the same time. You have only settled the shareholders meeting, but more importantly, you control the board of directors and the board of supervisors."

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

When Qin Weimu was able to join the company at this time, Luo Sheng couldn't help but silently thank his mother again. He invited a top legal person to his son, who was still a big beauty, and he was so concerned.

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

At this moment, Qin Weimu drank a sip of water and continued: “Controlling the board of directors is more important than the shareholders’ meeting. When you vote at the shareholders’ meeting, you say everything you say. Even if all shareholders object to it, you can pass general matters if you agree. A board of directors that can be passed by more than half of the vote will lose control if you do not control more than half of the seats.

"The company’s articles of association stipulate that shareholders’ meetings are generally held only once or a few times a year, while the board of directors holds N times a year. When the shareholders’ meeting is not held, even if you have 99.99% of the equity, open the door of the company and even a cleaner They cannot be expelled. Shareholders do not have personnel rights in the company, nor do they have the right to operate and manage the company without administrative districts."

Speaking of this, Qin Weimu stared at Luo Sheng with a smile, and said: "So little boss, if you only control the shareholders meeting, you will have the final say several times a year, and usually you don’t count. The other is , The one-vote veto you have is also not comprehensive. It can only be valid at the shareholders’ meeting, and is invalid at the board of directors. The company law stipulates that the voting of board resolutions is one person, one vote. So the little boss you hold The actual effective exercise of the one-vote veto may be much smaller than you think."

Listening to her talk, Luo Sheng has a feeling that there are still so many potential risks. He has to pay no attention to the issues related to company control. The company has introduced VC capital. He can help you develop, but if there is a chance, he will definitely Kick you away without hesitation.

After the film, Luo Sheng looked at Qin Weimu and smiled: "Since you have sorted it out so clearly, there should be a solution, right?"

Qin Weimu nodded and said, “It’s not that difficult. The board of directors’ resolutions need more than half of the vote to pass. Tomorrow’s resolutions on major issues at the shareholders’ meeting, you and all shareholders must agree on the shareholders’ agreement and the company’s articles of association: You only need to have the right to nominate more than half of the directors,"

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

Qin Weimu smiled and said: "If it is not surprising that the shareholders meeting will be held tomorrow, Tengxun, Venture Capital, Softbank, and IDG will require a seat on the board of directors to represent their interests. This is nothing. If it is divided, it is sufficient to set up nine director seats by default. In this way, according to the agreement, you can get the nomination rights of five of the directors. In the future, the board of directors will vote. Whether it is a positive vote or a negative vote, you will have one more vote. You have the final say."

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

The number of seats on the board of directors is generally three, five, seven, nine, etc., and they are all odd numbers instead of even numbers. If they are even numbers, it may cause the same votes as against, and the resolution will be deadlocked, which is equivalent to invalid voting.

Obviously, an important means of controlling the board of directors is to control the nomination power of directors.

Listening to Qin Weimu's words, Luo Sheng couldn't help but leaned against the boss chair, staring at the ceiling and said with emotion: "I'm thinking, if you join the company in advance before the shareholders meeting, maybe I will be caught by those VCs. It doesn’t have to be done secretly... I suddenly feel that every time you tell me about legal issues, you feel more and more inseparable from you and become more dependent on you."

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

Hearing that, Luo Sheng's gaze fell into her sight from the ceiling, pretending to be long-thinking, and then grinning: "I have equity, and an annual salary of one million. I have no reward. It seems that I can only agree with my body. ."

Qin Weimu gave him a white look: "A kid, you are not sister's food."

When Luo Sheng heard that he was unhappy on the spot, he said: "It's not just three years older than me, it seems to be how old."

Qin Weimu's slender hands embraced his chin with his other hand, watching Luo Sheng raise his eyebrows, and said with a smile: "What? Little boss, you want to bind me deeply in this way. Together?"

Luo Sheng pretended to shrug his shoulders helplessly: "Seriously, I really have this idea. You said a word in small talk a few days ago and I super agree. You said that this world can bind two people or both parties firmly. At the same time, at least one of two kinds of relationships must occur. One of the two relationships is an interest relationship represented by money, and the other is a marriage relationship represented by the flesh. I think I want to have a deep relationship with someone as smart as you. To be stuck, one kind of relationship is probably not enough, there are two!

After finishing talking, Luo Sheng watched her silently with a smile.

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

After a while, Qin Weimu smiled, turned around and stared at each other again, and smiled thoughtfully: "Then...give you a waiting period first."

...