Two days later, Luo Sheng received notices from several major external investors that an extraordinary shareholders' meeting would be held 15 days later to vote on the resolutions of the company's board of directors and board of supervisors.

This matter was not long after the pre-A round of financing, in addition to Xu Chenghua, who represented Teng Xun, the other three external investment shareholders had verbally urged Luo Sheng to establish a board of directors and a board of supervisors as soon as possible, adjust the company from a one-person limited company to a joint stock limited company, and register with the industrial and commercial department.

And Luo Sheng found some reasons to temporarily resign, because there were too many things involved, and the company's operation could not be left behind, so he moved out of the procrastination trick first.

But it can't be dragged on forever.

The three major external investors have two paths to take, one is to persuade Luo Sheng to quickly reorganize, and the second is to file legal proceedings.

But it's best not to go if you can go this article, six months for the first instance and three months for the second trial, which is too time-consuming, and you have to pay lawyer fees and litigation fees.

But in the end, Luo Sheng was convinced.

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

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

……

"Mr. Luo, in the past few days, I have once again conducted a systematic combing of the company's shareholding structure, and the company's shareholders' meeting will be held tomorrow, in order to avoid leaving some potential loopholes and vacuums for the company's control after the shareholders' meeting, I think it is necessary to sort it out with you first."

Before anyone heard it, as soon as he heard the voice, Luo Sheng knew that it was Qin Weimu, and when he looked up, a pretty woman in an urban beauty wearing a short-sleeved white shirt came into sight, Qin Weimu did not wear a bow tie today, and it was still a signature biased hairstyle.

Luo Sheng looked at the beauty who came and said with a smile: "Control loophole? This is impossible, I design the company's shareholding structure as an AB share system, plus a veto, not to mention this veto, as long as my equity remains at the 10% line, I still have absolute control over the company. ”

As soon as the words fell, Qin Weimu smiled, glanced at Luo Sheng and said, "What you said is exactly the same as I expected in my heart." ”

Luo Sheng was slightly stunned, and after a while, he hurriedly asked, "Could it be that there is really a loophole?" ”

The legal issue is too complicated, Luo Sheng is not a professional, and now that the professional in front of him is speaking like this, he is hesitant.

Qin Weimu walked back and forth in the office for a few steps before looking back at Luo Sheng, and said, "Theoretically, you do have absolute control over Bluestar Technology, but if you don't handle it well at tomorrow's shareholders' meeting, it may make you very uncomfortable in the future, and even bring major consequences." Since I was given such a high salary, of course I have to help you eliminate hidden dangers. ”

Luo Sheng looked at her suspiciously: "Really? ”

"You have the same misconception as many business owners, which is to focus too much on the control of equity." Qin Weimu moved a chair and sat opposite Luo Sheng, and continued in an orderly manner:

"For example, if you hold 67% or 51% of the shares, if you don't reach this shareholding ratio, you can use the AB share system or the concerted action agreement to think that absolute control can absolutely control the company, but in fact, it is not. To achieve true absolute control over a company, you need to control the 'three meetings' at the same time, and now you only have the shareholders' meeting, but more importantly, you have control over the board of directors and the supervisory board. ”

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

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

With such a woman behind her silent support, she will definitely be able to take a lot of detours and pay a lot less tuition fees in her future career.

At this moment, Qin Weimu took 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 are a man of his word, even if all the shareholders are against it, you agree that the general matters can be passed, but in the board of directors where more than half of the votes can only be passed, if you do not control more than half of the seats, you will lose control." ”

"The articles of association of the company stipulate that the shareholders' meeting is generally only held once a year or a few times, and the board of directors meets N times a year, and when the shareholders' meeting is not held, even if you have 99.99% of the equity, you can't even fire a cleaner when you open the company's door, and shareholders have no personnel rights in the company, and there is no administrative district and no company's operation and management rights."

Speaking of this, Qin Weimu looked at Luo Sheng with a smile and said, "So little boss, if you only control the shareholders' meeting, you have the final say a few times a year, and you usually don't count what you say." Another is that the veto power you have is also not comprehensive, it can only be exercised at the shareholders' meeting, and the exercise of power at the board of directors is invalid, and the company law stipulates that the voting on the resolution of the board of directors shall be implemented by one person, one vote. Therefore, the actual effective exercise of the veto power held by the small boss may be much smaller than you think. ”

Listening to her talk about Luo Sheng had a feeling of sudden realization, it turns out that there are still so many potential hidden dangers, and he can't afford not to pay attention to the issue of controlling the company, 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 a while, 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 very difficult, the resolution of the board of directors needs more than half of the votes to pass, and at the resolution of major matters at tomorrow's shareholders' meeting, you must agree with all shareholders in the shareholders' agreement and the articles of association at the same time: you must enjoy the right to nominate more than half of the directors on the board of directors,"

Hearing this, Luo Sheng nodded involuntarily and muttered: "It makes sense, although the power is divided, the company is still controlled by me, which means that the world is not all owned by me, but the whole world is used by me." Good! ”

Qin Weimu said with a smile: "At the shareholders' meeting held tomorrow, if nothing else, the four major stock meetings of Tengxun, Venture Capital, SoftBank and IDG require that they must occupy a seat on the board of directors to represent their interests. This is not too much, then the preset establishment of nine board seats, so that according to the agreement, you can get the right to nominate five of the directors, and in the future, the board of directors will be voted on, whether it is for or against, you have one more vote, which means that you have the final say. ”

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

The board seats are generally set up in three, five, seven, nine, etc., all of which are odd numbers rather than even numbers, and if they are even numbers, they may cause the votes for and against to be the same, 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 right to nominate directors.

Listening to Qin Weimu's eloquent words, Luo Sheng couldn't help but lean back in the boss's chair, stared at the ceiling and sighed: "I'm thinking, if you didn't join the company in advance before the shareholders' meeting, maybe I would have been secretly tricked by those VCs...... I suddenly felt that every time you told me about legal issues, I felt more and more inseparable from you and became more dependent on you. ”

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

Hearing this, Luo Sheng's gaze fell on her sight from the ceiling, and after pretending to think for a long time, he said with a smile: "I also have equity, and the annual salary is also one million, and it seems that I can only promise it by myself." ”

Qin Weimu gave him a blank look: "Little brat, you are not my sister's dish." ”

Luo Sheng was not happy on the spot when he heard this, and said, "Isn't it just three years older than me, as if you are old." ”

Qin Weimu wrapped his hands around him, supported his chin with the other hand, looked at Luo Sheng, raised his eyebrows, and said with a smile: "What?" Little boss, do you want to bind me to you in this way? ”

Luo Sheng pretended to shrug helplessly: "To tell the truth, I really have this idea, you said something during the casual conversation a few days ago, I super agree." You said that in this world, two people or both parties can be firmly bound together, at least one of two relationships must occur, one of these two relationships is the interest relationship represented by money, and the other is the marriage relationship represented by the flesh. ”

After speaking, Luo Sheng looked at her silently with a smile on his face.

Qin Weimu took the initiative to retract his gaze, turned his head and pretended to look thoughtful, in Luo Sheng's sight, the angle of her side face was even more beautiful.

After a while, Qin Weimu smiled, turned his head and stared at each other again, and smiled thoughtfully: "Then... I'll give you a waiting period. ”

……