The company's previous financing will inevitably make the founder's equity constantly diluted, and it is difficult to maintain its absolute position in equity share.
In order to maintain controlling stake in the company, the equity of other shareholders can be separated from the voting rights, thereby achieving the purpose of the founding shareholder controlling the company.
There are 5 common methods for separating equity and voting rights:
1. Voting rights entrustment (voting rights agency)
Some shareholders of the company have agreed to entrust their voting rights to other specific shareholders through an agreement. For example, before JD.com is listed again, 11 investors entrusted their voting rights to Liu Qiangdong , so that Liu Qiangdong, who holds 220% of html shares in , controls more than half of JD.com's voting rights before listing.
2. Consensual Action Person Agreement
Through the agreement, certain shareholders take concerted actions on specific matters. When there is disagreement, some shareholders vote with the concurrent actors.
The difference between a joint actor and a voting right delegation is that the voting right delegation can be a full-right agency; while a joint actor refers to a part of the agency for a specific matter.
3. Limited partnership holding shares
can allow shareholders not to directly hold shares, but to place shareholders in one limited partnership . Let this limited partnership hold shares.
The founder serves as the general partner (GP) of a limited partnership, and the other shareholders are limited partners (Lp). According to the law, the Lp of the limited partnership does not participate in corporate management, thereby achieving the purpose of the founder controlling the partnership and then expanding to the company.
4. "AB share plan" in overseas structure
If the company uses overseas structure, it can use AB share plan and implement the " same share " system.
main contents include: the company stock is divided into A-sequence common stock and B-sequence common stock, among which A-sequence is held by institutional investors and public shareholders, and B-stories are held by entrepreneurial teams. The two have different voting rights.
Still take JD.com as an example. shares of Liu Qiangdong and other management teams represent 20 voting rights per share, and the shares held by other shareholders can only represent one voting rights.
5. Founder veto
This is a negative defensive strategy.
When the founder's equity is less than 50%, the shareholders' meeting decides to give the founder some negatives, mainly for some major matters, such as mergers, divisions, dissolutions, financing or listing.
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