Explain why the founder was kicked out.

Explain why the founder was kicked out.

Will the founder be kicked out? Yes, the founder is not a secure job. The former Steve Jobs was kicked out by Apple, so how could the founder not be kicked out by the company? Let's take a look together.

Kicked out of the company you founded? It sounds like a joke, but Jobs, who was deified by entrepreneurs and fruit fans, was kicked out of Apple by the apple he founded. So if you are an entrepreneur, please see how to control the company.

For a startup, control is an unavoidable topic. However, regarding the arrangement of corporate control, as lawyers, our advice is not to pay too much attention to the issue of control, because many people think that investors will control you and your company, but this situation is often very rare, or just stay in your imagination.

All investors not only won't control you, but also like being controlled by you. Why? Because he thinks you can get things done by giving you all the rights. As an investor, he can get financial returns and make money. It is not good for him to seek power and seize status. The only thing entrepreneurs have to do is to prove that they are a cow CEO and have a cow team.

However, as an entrepreneur, you can also understand how the control right is realized in law. There are three ways.

The first is absolute holding, accounting for more than two-thirds of the shares. Because the company law stipulates that major matters of the company, such as revision of the articles of association, merger, division and dissolution of the company, must be agreed by more than two thirds, which is called absolute control.

The second is relative control, there are two ways, one is holding more than 50% of shares, the other is holding more shareholders, and I hold the most shares relatively. But in general, the first method is more common, so the founder share of many startups is often 565,438+0%.

The third is a one-vote veto, such as holding 34% of the shares. Although there is no 565,438+0% or 67%, in some cases, if more than two-thirds of the shares must be passed, I will hold 34% of the shares, and it is useless for others to hold 66% of the shares. So this is a very direct, simple and rude method, and it has absolute voting rights.

How to realize control right?

The first way is called proxy shareholding. For example, there was another project to consult yesterday. There are eight founders, accounting for almost the same proportion, and the biggest disparity is three points. In this case, the more direct method is to let someone, or CEO, hold it.

But personally, I strongly disapprove of consignment, because consignment has several problems:

One is to give it to the CEO or let people hold it, and people don't know when it is gone;

Second, it involves moral hazard. For example, it may not have legal effect on the outside world, such as letting the CEO hold it, but the CEO died unfortunately, and it is very difficult to deal with the debt. This kind of holding is difficult to fight against a third person; Another reason is that if you hold it on behalf of the company today, you will one day fall into the company's equity. For example, if you hold it on behalf of the company, you ask the Industrial and Commercial Bureau to change the five-point equity into my name. When your registered capital is 65.438+billion, these five points don't matter, but if your project valuation is 65.438+billion, you suddenly said that those five points are mine. At this time, going to the industrial and commercial bureau to change them will generate even more amazing taxes. Of course, it is also possible to pass the judgment in theory, but it is always more troublesome. Therefore, consignment can only solve short-term problems, and there is no way or just a relatively simple way.

The second way to realize the control right is the delegation of voting rights, which is more common in the United States. Voting entrustment means that you ask me to keep it for you. I won't do it, but I can give you the right to vote and entrust you to vote for you. The most typical is Facebook. Zuckerberg wrote an agreement in the investment agreement at that time. Investors in the first ten rounds must entrust him with the right to vote. So, as the CEO of a startup, you have proved that you are really awesome. Investors are willing to give it to you, as long as you can make people make money.

So when Facebook started IPO, Zuckerberg's voting right was 58.9%. What is the specific reason? In the first ten rounds, the investor entrusted 30.5% of the voting rights, and then added a B-class stock to enlarge his equity. Therefore, through the entrustment of voting rights, the problem of control rights can be solved. Of course, there is also a concerted action agreement. To put it simply, when it comes to the company, you must make the same decision as me. If the opinion is left, the CEO's will prevail.

The third way to realize the control right is AB shares, also called Niuka plan, or dual shares, which are imported. Simply put, the company has two kinds of equity, but the nature of industrial and commercial significance is the same, but the voting rights are different. Specifically, although I hold 30% of the shares and can't control the company, I can also control the company if I ask for more voting rights. So to sum up, it is the separation of equity and voting rights, and the amplification of one's voting rights. There was a controversy at that time, that is, some people tried to expand the voting rights but failed.

The mode of AB shares is mainly related to the actual situation in China. In China's company law, there are three kinds of companies, one is a joint stock limited company, the other is an ordinary limited company, that is, 2-50 shareholders; The third type is a joint-stock company with 2-200 shareholders, that is, an ordinary joint-stock company before IPO.

AB shares are specifically related to the third corporate form with 2-200 shareholders. If it is not AB shares, it means that the same shares have the same rights, and you have the right to speak as many shares as you own. But it can also be different in rights sharing, the proportion of capital contribution can be different from that of equity, the right to share dividends is different, and the right to vote is also different. We can call it four inconsistencies.

Simply put, the registered capital of the company is 6.5438+0 million. If I want to buy a 30% stake, I must contribute 300,000 yuan? Not necessarily. Why? Because I only invested 654.38 million yuan in this project, but I brought in more resources, which can also account for 30%, and I can agree;

The second is the right to share dividends. For example, I still invested 300,000 yuan in this project, but because I only invest and don't participate in the development of the enterprise, I may only need a dividend of 15%, because 15% is much higher and more stable than the bank. However, it is necessary to remind entrepreneurs here that the situation of different rights in the same share only appears in limited companies, and joint-stock companies must have the same shares and rights.

Why do many companies in China go public in the United States? A big reason is this AB stock. In our IPO company in the United States, Liu enlarged the voting right of B shares by 20 times, then enlarged B shares by 10 times, and Momo also enlarged them by 10 times. Therefore, they control the company far more than two thirds.

The third way to realize the control right is the shareholding platform, which is recommended by lawyers. Just now, I said that agency holding is not reliable. One of the important reasons is that the delegation of voting rights can sometimes be revoked at any time, which is inconvenient.

At this time, we may make a shareholding platform to achieve control, that is, some scattered small shares are concentrated to realize voting rights, or some people hold 30% of the shares, and some can be put into the shareholding platform. There are two main ways of holding shares, one is limited company and the other is limited partnership. From a legal point of view, we suggest that it be placed in a limited partnership, because governance is convenient, and basically GP (executive partner) has the final say, and others only need to be responsible.

Another reason is that under the same tax planning, the tax burden of limited partnerships is generally lighter than that of limited companies. The third is that the decision-making efficiency is relatively high and the share transfer is more convenient. Therefore, from a legal point of view, lawyers are recommended to be a platform for shares.

Then you may consider what types of shareholding platforms are available. As I said just now, the unique value of limited partnership is that it is easier to manage, and basically GP has the final say, so who will be GP? Perhaps the CEO at this time, the role appeared. If the shareholding platform has 10%, then the CEO of GP has more voting rights of 10%.