"If a company has a controlling majority shareholder, let's say it's me, for example, I own 51% of the company's shares, and the remaining 49% are various minority shareholders in the market. Pen × fun × Pavilion www. ｂｉｑｕｇｅ。 infoSince I am the main owner of the company and I have invested so much property in the company, will I want to control the company and not let the managers corrupt or ruin my company?"

"Definitely. So what do I do? I vote at the general meeting to elect my relatives or friends as directors. If I don't have the ability, I don't have to be the manager of the company, but when I have any ideas about the company and need to be voted on by the board of directors, these members listen to me and vote with me, and they can control the company. ”

Xuezi only thought that Liu Chen's self-talk was very interesting, and she didn't make a sound when she listened.

But there is a problem with the above model: the interests of the 49 percent of the minority shareholders may be encroached upon by the 51 percent of the majority shareholders. For example, the major shareholder wants to give the chairman a luxury car, even a private jet, a luxury yacht, and all kinds of luxury consumption, all of which burn the company's money, and these money could have been the company's operating funds, or no matter how bad it is, it can be directly returned to the shareholders. ”

In other words, the majority shareholder only contributes 51% of the share capital, but if he controls the company's board of directors, he can control 100% of the company's money. This is very unfair to the minority shareholders, but because the minority shareholders are very scattered, and there are very few who can hold 1% of the shares, they cannot compete with the major shareholders at all, so they can often only be left to the major shareholders. ”

"One potentially worse scenario is if the shareholding structure of the listed company is very fragmented and there are no actual controlling shareholders. Isn't it more dangerous to have a dominant position in the company than the company's executives, who hold very little equity but have access to 100% of the company's money?"

The more Yukiko listened, the more frightened she became.

Knowing that Liu Chen is very smart, he has finally seen it, he understands and analyzes the problem, starting from the source, from the perspective of specifying the law, she once heard her grandfather say that some people with outstanding talents are like this, this kind of people often have an incomparable talent in learning law, and they can understand the provisions that seem boring to others. That's why studying law is a high-level understanding, she was not convinced at the time, her grandfather did not praise her, and now it seems that she really can't do it. This requires a strong enough understanding and a strong sense of logical thinking.

couldn't help but praise and said: "If you stay in the United States, it is easy to get a lawyer's license, and you are also a gold collar, and people like you can mix well no matter what industry you are in." ”

Liu Chen smiled bitterly in his heart, how could it be? In many places in this world, talent is not the final say, and it is likely that talent will form a drag, especially in the place where seniority is ranked, if you show your talent too early, you are often the first to be suppressed, and it is suppressed by a group of people.

What do you do with these people if you do more than two or three years of work in one week? You are so efficient, do other people's work for a week, how do you let other employees report their workload? You will be seen as a rule-breaker.

When you can't be completely free, you can't do anything.

"How to solve the above problems? Then the board of directors of listed companies is mainly composed of independent directors. To put it simply, an independent director is not a major shareholder, nor a management officer of the company, and has no business dealings with the company, and is completely independent of the company's directors; Of course, these independent directors also need to have expertise in strategic decision-making, corporate management, and financial accounting – in order to properly supervise the company's senior management. ”

"These independent directors are either famous professors, former executives of other large companies, or well-known people in society, anyway, they have to have a certain reputation. Their appointment as independent directors is in a sense a guarantee of their reputation for the company, and of course the remuneration is also very good. If the board of directors fails to fulfill its due diligence but leads to legal problems that harm investors, such as false accounts, illegal capital operation, environmental pollution, or major product quality problems, the board of directors will be held liable, and the independent directors may face huge fines or even jail time. ”

"And once a person's credit and reputation are in trouble, it means losing all opportunities, so the senior intellectuals who are elected to the board must also be dedicated, well, very good checks and balances. ”

What else can Xuezi say, she can only sigh, this is Huaxia Zhenxueba, and said sincerely: "Completely correct, non-independent directors are generally the founders or shareholders of the company, and the independent directors include the presidents of Stanford and Princeton, as well as big professors from all walks of life, such as Apple's Telley, who is a doctor himself, and has made outstanding contributions when he was the CEO, which has a social reputation and a professional degree of expertise in the technology industry." ”

"I completely understand, hehe, long knowledge, thank you for the teachings of Teacher Yukiko. ”

In fact, this is the content of the "Sarbanes-Oxley Act" in the United States, which stipulates the board of directors of public companies, Yukiko wondered: "Before discussing it with me, do you really not understand it at all?"

Liu Chen shrugged.

Xuezi giggled: "If I were a teacher, I would definitely like students like you very much, I have long heard that the Chinese people are very smart, and when I saw your understanding today, I fully understood, but you Chinese people have always been disunited, and you especially like internal friction, otherwise, you Chinese people would have ruled the world a long time ago, how can there be anything to do with the Jews." ”

Liu Chen felt depressed in his heart, how many bright young talents in Huaxia could not get the opportunity and wasted their talents in vain, which is why he has been committed to giving opportunities, many things are not bad, but people who do well do not have a chance, perhaps, in his lifetime, he can change this status quo a little, and it is not considered to live another life.

The two looked at each other and admired each other.

At this moment, Yukiko's mobile phone rang suddenly, she didn't like it in her heart, who is this, so ruining the mood, if it is a subordinate, you must be furious, take it and see that it is her special assistant Leen, and her face turned cold at the moment, and from a long distance, it seems that it has been transmitted through the radio waves, and Leen involuntarily sneezed.

Yukiko forced reason to suppress this anger, picked it up, and asked calmly, "What's the matter?"

"Boss, something is wrong. ”

"There's something worth all the fuss about. Yukiko's tone was colder, and it was clear that if Leen's next sentence didn't make her change her mind, it would be get-out.

Leen's tone was very hurried, "Apple has made a big move, iPod-Mini is suddenly fully listed in Huaxia, Gumei stores are on sale, in just one hour, there is a long queue in front of almost every store." ”

"What?" Yukiko couldn't help but shout. (To be continued.) )