Global monopoly of technology

Bluestar Technology CEO Office.

"Please come in."

Luo Sheng looked up, and it was Qin Weimu who knocked on the door and entered. It was the third day after returning home today.

Qin Weimu no longer holds a position at Bluestar Technology. She has long retired from the original position of CLO and director of Bluestar Technology and officially took up her post on the Blue Coast. However, she can still get in and out of the company unimpeded.

Because she is now Luo Sheng's exclusive chief lawyer, and at the same time still retains the post of external legal counsel at Bluestar Technology.

"For the task you gave me before, I have developed a complete and executable plan. This is a new plan after I re-adjusted the top-level design of Bluestar Technology. Take a look." Qin After Wei Mu came in, he said, and passed a thick material document in his hand to Luo Sheng.

"So fast?" Luo Sheng was quite surprised. He didn't read the complicated information, glanced at the documents and added: "Let’s listen roughly."

Putting down the work at hand, Luo Sheng walked out of the desk and sat down on the sofa by the window. Qin Weimu also walked over and sat down beside him and said, "Simply put, it is four words-limited partnership."

Limited Partnership?

Luo Sheng's words are concise and concise: "Talk more specifically."

Qin Weimu organized the language in his heart and said: "If the entrepreneurs facing the present are doing corporate law, then the entrepreneurs facing the future must do the partnership law. My solution is that you should work with Bluestar Technology The major shareholders of the company jointly established a limited partnership. In this limited partnership, you are appointed as the GP of the limited partnership, and other shareholders are appointed as the LP. Through this limited partnership, you can hold 100% of Bluestar Technology Equity."

Qin Weimu and Luo Sheng looked at each other, and continued: "This implementation allows you to have 100% right to speak, because you are the GP of this limited partnership company, and the GP bears the unlimited joint and several liabilities of the company and also enjoys unlimited Large rights. Although LP also has shares, it does not enjoy the relevant control rights. Once Bluestar Technology goes public, it will bring new variables. Let’s talk about shareholder status. It is difficult to figure out who and what those shareholders are Disposition, will you identify with you and condone you like the current VC?"

At this moment, Luo Sheng stared at her without saying a word, and Qin Weimu continued earnestly: "Although these variables will not fundamentally shake your control of Bluestar Technology, they will also make you overwhelmed. It’s annoying, it’s possible. For example, every time a company holds a shareholder meeting, it must be present to sign. It is possible that some shareholders will ask to check the company’s account books today, and tomorrow they will hold a shareholder meeting. The day after tomorrow, a few small shareholders will gather in If you apply for the company's dissolution together, 10% can apply for the company's dissolution."

Luo Sheng: "..."

Qin Weimu couldn't help but smile when he saw his slightly stunned and helpless expression. He quickly converged and said: "So you will find that after the company's listed shares flow in the market, the more the number of people, the more troublesome things they face. Many, there are some small shareholders who are purely oppressive people. Although they can't influence anything fundamentally, mosquitoes are always annoying things. Once or twice is good, people with more temperament will be unbearable."

With that said, Luo Sheng immediately understood the benefits of a limited partnership.

Simply put, it is to set up a limited partnership company. All the other shareholders of Bluestar Technology are incorporated into the company to become LPs, and to act as GPs. Then no matter how the shareholders change, it does not matter, because GP is in a limited partnership. The enterprise is equivalent to the absolute right to speak.

Luo Sheng pondered thoughtfully and muttered to himself: "Limited partnership structure, this method is good, but the problem is that being a GP allows me to have unlimited rights and at the same time bear unlimited joint and several liabilities. Is the risk too great? Is there a way to control the risk?"

Qin Weimu smiled cleverly and said, "Of course I helped you think about it. There is still the best of both worlds in this world."

Luo Sheng couldn't help but turned his head to look at her, and asked curiously: "What way?"

Qin Weimu smiled lightly and introduced: “It is actually very simple to avoid this risk. You can register GP as another limited liability company with a registered capital of 1 million yuan. Then GP becomes a limited liability company. The capital is 1 million yuan. If the limited partnership has external liabilities of 10 billion, GP assumes unlimited joint and several liabilities and needs to repay 10 billion, but GP is a limited liability company with a registered capital of 1 million yuan."

Hearing what she said, Luo Sheng couldn't help but froze for a while, and said: "Knowing the Fa is really important..."

Qin Weimu added: "In this way, a limited liability company can assume unlimited joint and several liabilities, while enjoying unlimited rights. Through legal methods, the risk of GP's unlimited joint and several liability can be controlled. In addition, it is also possible. One advantage is that when a limited partnership company is listed on the company's market, you are not restricted by the conditions of sale, because you do not directly hold the company's equity, but through a limited partnership."

This Luo Sheng knows that under normal circumstances, the company's management team can only sell no more than 25% of the shares to realize cash. It seems that there are many restrictions, but there are actually many ways to circumvent it.

"You are right. The entrepreneurs facing the future must do the partnership law, just do what you want." At the end, Luo Sheng looked at the slight with great satisfaction. Without much consideration, he decided to do so on the spot.

Such a new set of design is undoubtedly a set of safety valves for the company after the listing, to take precautions in advance, to prevent some potential problems early, it is best not to happen, and even if it happens, it won’t bother your brain. .

The general direction was established, and Luo Sheng convened the board of directors the next day, and submitted his decision to vote on the spin-off and reorganization of Bluestar Technology.

As a result, the vote was passed without suspense, no one voted against it, and the vote was passed unanimously.

Because investors also strongly agree with Luo Sheng's decision. Now if you look at Bluestar Technology carefully, the management of this company is also a bit messy, because the development is too fast and the business expansion ability is too strong.

When Luo Sheng bought Take-Two before, he told Leon Blunt that his company's management was chaotic, and the current Bluestar Technology is actually almost less.

A week later, Luo Sheng held another executive meeting of Bluestar Technology. The directors of the company's various departments and the management above all attended the meeting, including the executives of the overseas European and American business sectors. coming.

Overseas executives have all come to the mainland, and the news has spread like wildfire. The industry is paying attention to this.

Obviously, Bluestar Technology has recently made new moves.

In the previous week, Luo Sheng was dealing with one thing, that is, talking with the head of the company's human resources department, and at the same time, he has a clear understanding of the information of the directors of the various departments of Bluestar Technology Company and above. Chu, including overseas employees, but also the previous resumes of these people.

The meeting has already begun at this moment.

In the conference room, Luo Sheng looked around the management staff who attended the meeting.

"There is only one thing in this meeting. Regarding the company's spin-off and reorganization, many people must have heard about it in the past week. Today's meeting will discuss this."

...

...

Ps: In order to write this chapter, I spent a lot of thought and absolutely dry stuff. Zhaoling specifically checked the top-level designs of many large companies in reality, and finally decided to let the protagonist follow the routine of Ma Ni to control Zhifubao.

According to the exposed news, President Ma first registered Yunbo Company and was the actual controller of the company.Then use the company as the GP of two limited partnerships, Jun Ao and Jun Han, with absolute voice and control of these two companies. Junhan Investment Zhifubao accounted for 42.28% of the shares, and Jun Ao also invested and accounted for 34.15. This way The two companies hold a 76% stake in Zhifubao, thus indirectly having great control and voice over Zhifubao.

It is through this operation that President Ma achieves the purpose of assuming unlimited joint and several liability as a limited liability company, and he also has the absolute right to speak.

As for the VIE mode including "protocol control", it depends on whether the plot is needed. VIE is a huge pit. The key person risk is too scary. My rabbit is the ultimate routine king. The VIE structure seems perfect, but in fact, my rabbit does not have it. Recognition is not denied but tacit, and there is no clear legal provision in this regard. Once the legislation does not recognize in the future, it will be almost dark for many entrepreneurs...

In addition, five tomorrow!!!