Chapter 146 [Re-strengthening of the Company's Control]
Luo Sheng paused for a moment, drank a sip of water and continued to speak: "In addition, the shareholders of Bluestar Technology Group should jointly pass a new agreement today, we must jointly agree that the shares issued before the A round of financing, that is, B shares have 30 voting rights per share, and the future A shares also include all publicly traded shares, 1 share 1 voting right, B shares cannot be circulated in the market, can only be exchanged for A shares can be sold, and A shares can never be converted back to B shares." ”
It is worth mentioning that 12% of the Class B shares are in the hands of SoftBank Capital, Goldman Sachs Capital, Venture Capital Fund, IDG Fund, JP Morgan, and Huajin Securities.
They each hold a 2% equity interest in Class B.
Only when the capital is increased and the shares are expanded, the Class B equity held by the founding team will be automatically converted into Class A equity.
The 2% equity held by each of the six major VCs was directly transferred and bought from Luo Sheng, so it is still Class B equity, with 1 share and 20 voting rights.
Theoretically, after the equity of the founder team of Bluestar Technology Group continues to be diluted, the 12% equity may shake Luo Sheng's control over the company, because after the IPO, the equity of each shareholder will be further diluted, and Luo Sheng himself will have to cash out, and the team members who have followed him must also cash out if they have allotments, so the realized dilution of equity.
In fact, when Luo Sheng transferred 12% of his personal equity to cash out, in addition to his tricks so that the VC trapped by Bluestar Technology had to pay money to buy it to prevent him from blindly tossing the company's assets, these VCs also had other considerations, that is, they took a fancy to the transfer of shares as Class B shares.
As long as the 12% Class B equity has more than 34% of the voting rights in the company one day, Luo Sheng cannot absolutely control the Bluestar Technology Group, because the resolution of major matters needs to be passed by more than 67% to take effect, otherwise it will not be passed as long as there is 34% opposition.
Therefore, when the six major investors heard Luo Sheng's words, their faces all changed.
I was very angry in my heart, because at this time, the 12% of the Class B equity they held plus the Class A equity held by other VCs could not even reach 15% of the voting rights, so they couldn't stop Luo Sheng at all.
I thought it was a foreshadowing, and it might react someday, ten or decades later.
But now, hearing Luo Sheng's proposal, the six major investors suddenly felt that this was a bait thrown at them, and it was because there were great factors that they were willing to give Luo Sheng money, so that he could successfully cash out hundreds of millions of dollars, and then he had the capital to create the Cote d'Azur company.
I thought I wanted to dig a pit for Luo Sheng, but I didn't expect that he was smart but was mistaken by being smart, and the six major investors were amazed, this young man was really shrewd to the bones, and his scheming at a young age was no worse than those old foxes.
What a clever little ghost!
"Mr. Luo, I really can't understand, is this a waste of resources, you are asking for the joint establishment of a limited partnership to control the Bluestar Technology Group, you have to serve as the GP, this already gives you the power to absolutely control the Bluestar Technology, why do you want to reshape the equity structure of the Bluestar Technology Group itself? Isn't that a waste? Paul Watson, who came to the shareholders' meeting on behalf of Goldman Sachs, said that although he knew that if Luo Sheng was determined to do this, everyone would not be able to stop him, but he still had to say something.
The same Luo Sheng expressed the side of the person in charge, and also explained: "Mr. Paul, I don't agree with your opinion, the joint establishment of a limited partnership is to isolate some malicious intent before the IPO, once the company is listed, the stock circulates in the secondary market, none of us knows who holds how much equity of Bluestar Technology Group, if these people ask to check the company's accounts today, tomorrow 10% of the partnership will apply for the dissolution of the company, this kind of purely disgusting thing, we have to isolate." ”
"The agreement just now is also to avoid too much external interference after the company is listed, which will affect the development of the company, which is to ensure that the interests of all beneficiaries of Bluestar Technology Group are not harmed."
Paul Watson was expressionless and stopped speaking, although he was very reluctant, but there was no way to stop Luo Sheng from strengthening his control over the company at this time.
The other shareholders looked at each other, whispered to each other, or shrugged their shoulders in frustration.
When Luo Sheng proposed that agreement, it would mean that 12% of the Class B equity would also be converted into 1 Class A share with 1 voting right.
And Luo Sheng's proposal made the famous investors present instantly think of a company - Berkshire Hathaway.
Obviously, Luo Sheng is learning the routine of the stock god Buffett, and Paul Watson They also found that Luo Sheng is a person who pursues long-term interests rather than short-term interests, which is the same as Buffett in this regard.
This is the result of Qin Weimu helping Luo Sheng's staff behind the scenes, he is just a clapper, but it cannot be denied that Qin Weimu is also referring to the structure of Buffett's Berkshire Hathaway.
This is necessary, Luo Sheng knows very well that Wall Street will try its best to intervene and control any listed company, and it is best to kick the founders out of the company and constantly require the company to meet its quarterly revenue expectations.
When Wall Street people have a large say in a public company, they will even demand that the entire board of directors be removed and directly managed by them, and there are many such tragedies.
Just last year, there was a similar major incident, the removal of Yahoo's board of directors by Wall Street in 2004, which is the most typical example of what has happened in recent times.
Before determining the design of this new top-level architecture, Qin Weimu carefully studied Buffett's successful experience and found that one of them is that people within the company should have an absolute right to speak.
That is, the right to vote.
Subsequently, voting began at the shareholders' meeting, and the result was a smooth and smooth vote.
It's just a process.
Qin Weimu had already drafted the articles of association of the company law and the shareholders' agreement, and signed them on the spot after voting.
Luo Sheng doesn't give them any chance to regret and react, and when someone refuses to get a visa, although it won't fundamentally change anything, the dispute is always annoying, so you have to divide your energy to deal with these bullshit things.
After the re-agreement, the par value of Class B shares of Bluestar Technology Group is 30 times that of Class A shares, but the voting rights are 200 times that of Class A shares, and A shares can never be converted into B shares, and in turn, B shares can be converted into A shares at any time.
Not only did it take back the 12% stake of the six major investors, but it also further strengthened Luo Sheng's control over the company, and the result was that after the strengthening of the B shares, the value of each share was as high as tens of thousands of dollars.
This is not only unavailable to retail investors, but also not to dynamically managed funds, no matter how many Bluestar Technology shares an investor buys from the market, as long as Luo Sheng holds no less than 9% of the shares, he can have an absolute majority of voting rights.
As a result, coupled with the limited partnership structure, Bluestar Technology Group went public, and it was basically impossible for Wall Street to directly interfere with the company's development.
Luo Sheng's equity control of Bluestar Technology Group has become the object of imitation by many start-ups in the future.
There is even a ridiculous saying widely circulated in the industry: if you are an entrepreneur, if you are very confused on the road to entrepreneurship, please study Bluestar Technology Group, he will tell you how to do it, this is a long-term vision and shrewd to the bones of the company, if you can learn three points from it will also benefit immensely.
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Sogou