Chapter 35： [Give you a waiting period]

Chapter 035 [Give you a waiting period]

After two days, Luo Sheng received notices from several major external investors. Fifteen days later, an extraordinary shareholder meeting was held to vote on the resolutions of the company's board of directors and the board of supervisors.

This matter was shortly after the pre-A round of financing. In addition to Xu Chenghua, who represented Tengxun, three other external investment shareholders have verbally urged Luo Sheng to set up the board of directors and the supervisory board as soon as possible, and adjusted the company from one-person limited Register for a company limited by shares with the Industrial and Commercial Office.

At the same time, Luo Sheng found some reasons to temporarily quit, because there were too many things involved, and the company's operations could not be dropped, so he moved out of dragging the word first.

But it is impossible to drag on.

There are two paths for the three major external investors, one is to persuade Luo Sheng to reorganize quickly, and the second is to bring legal proceedings.

It is best not to leave this article. It takes too much time for six months in the first trial and three months in the second trial. Attorney fees and litigation fees are also required.

But in the end, Luo Sheng was convinced.

Because of Qin Weimu's joining, he has great confidence.

Fifteen days later, the first shareholder meeting of Bluestar Technology was held as scheduled.

Uh ...

"General Luo, in the past few days, I have systematically reorganized the company's equity structure. In addition, the company's shareholder meeting will be held tomorrow. In order to avoid leaving some potential for control of the company after the shareholders meeting ends. The loopholes and vacuums, I think it is necessary to sort them out with you first. "

He first heard his voice before seeing it. Luo Sheng knew that it was Qin Weimu. When he looked up, a pretty urban lady wearing a short-sleeved white shirt came into view. Qin Weimu did not tie a bow today. Still the iconic partial distribution type.

Luo Sheng looked at the beauty who came and smiled: "The loophole of control? This is impossible. I designed the company's shareholding structure as an AB share system, plus a vote of veto, not to mention this vote of veto, as long as my Equity remains at the 10% line and still has absolute control over the company. "

As soon as the words came out, Qin Weimu smiled and glanced at Luo Sheng. "You are exactly like what I expected."

Luo Sheng shuddered for a moment, and then quickly asked: "Is it true that there are loopholes?"

The legal issues are too complicated. Luo Sheng is not a professional. Now that this professional is making such a speech, he is hesitant.

Qin Weimu walked back and forth in the office a few steps before looking back at Luo Sheng, saying: "In theory, you do have absolute control over Bluestar Technology, but if you handle it tomorrow at the shareholder meeting, you will not handle it well. In the future, It may be very uncomfortable and even have major consequences. Since you have been given such high treatment, of course, I have to help you eliminate the hidden dangers. "

Luo Sheng looked at her suspiciously: "Really?"

"You have the same misunderstanding as many business owners, that is, you are too fancy about the control of equity." Qin Weimu took a chair and sat opposite Luo Sheng, and continued in an orderly way:

"For example, if you hold 67% or 51% of your equity, if you can't reach this shareholding ratio, you can use the AB share system or concerted action agreement to think that absolute control can absolutely control the company. Actually, it is not true. You need to control the "three committees" at the same time. Now you just get the shareholders' meeting, but more importantly, you control the board of directors and the board of supervisors. "

Luo Luosheng listened very carefully, because the main resolution of tomorrow's shareholder meeting will be related to the establishment of the board of directors and the board of supervisors.

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

There is such a woman who silently supports behind her, she will definitely take a lot less detours and pay less tuition in her future career.

At this moment Qin Weimu took a sip of water and continued to say, "Controlling the board of directors is more important than the shareholders meeting. When you vote at the shareholders meeting, you say nothing. Even if all shareholders object to it, you agree that the general matter can be passed, but one person can pass. A board that passes more than half of a vote will lose control if you don't control more than half of the seats. "

"The articles of association of the company stipulate that the shareholders 'meeting is usually held only once or a few times a year, and the board of directors holds N times a year. When the shareholders' meeting is not held, even if you have a 99.99% stake, you can open the door of the company and even a cleaner. Cannot be fired, shareholders do not have personnel rights in the company, there is no administrative area, there is no company management right. "

Having said that, Qin Weimu looked at Luo Sheng with a smile and said, "So young boss, if you only control the shareholders' meeting, you will have to say so several times a year, and you usually do not count. Another is The right of veto you have is also incomplete. It can only be effective in the shareholders' meeting, but it is not effective in the board of directors. The company law requires one person to one vote to vote on board resolutions. So the little boss you hold A vote of veto may actually have much less effective exercise than you think. "

Listening to her talk, Luo Sheng felt a sense of awakening. There are so many potential hidden dangers. The issues related to the control of the company must not be ignored by him. The company has introduced VC capital. He can help you develop, but there will definitely be opportunities Kick you away without hesitation.

After a while, Luo Sheng looked at Qin Weimu with a smile and said, "Since you have combed so clearly, there should be a solution, right?"

Qin Weimu nodded: "It's not difficult. The board resolution requires more than half a vote to pass. On the major matter resolution of the shareholders meeting tomorrow, you must agree with all shareholders in the shareholder agreement and the company's articles of association at the same time: In the board of directors, you To have the right to nominate more than half of the directors, "

Luo Wenyan Luo Sheng nodded involuntarily and murmured: "It makes sense that although the power is divided out, the company is still controlled by me, which means that the whole world belongs to me, but all the world belongs to me. Good!"

Qin Weimu laughed: "Unless unexpectedly, the four major stocks of Tencent, Venture Capital, Softbank and IDG will require a seat on the board of directors to represent their interests. By default, you can set up nine director seats. In accordance with the agreement, you can get the nomination rights of five directors and hold a board vote in the future. Whether it is for or against, you have one more vote, which is equal to It's all up to you. "

After Qin Weimu sorted it out, Luo Sheng's thinking became clearer and easier.

The seats on the board of directors are usually three, five, seven, nine, and so on. They are all singular and not even. If it is an even number, it may result in the same votes as the negative, and the resolution is deadlocked, which means that the vote is invalid.

Obviously, the important means to control the board of directors is to control the right of directors to nominate.

Listening to Qin Weimu's words, Luo Sheng could not help leaning back to the boss chair, staring at the ceiling with emotion: "I was thinking, in case you didn't join the company in advance before the shareholders' meeting, maybe I was the VC It's not necessarily secretive ... I suddenly feel that every time you tell me about legal issues, UU reading feels more and more inseparable from you and deepens your dependence on you. "

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

After hearing that, Luo Sheng's eyes fell into her sight from the ceiling. After pretending to be thinking, she smiled and said: "There is also equity, and the salary is 8 million a year. Slightly. "

Wu Qin Weimu gave him a white look: "Little boy, you are not your sister's food."

Luo Luosheng was unhappy when he heard it, and said, "No, it's only three years younger than me, and it seems to be too big."

Qin Weixian embracing his hands, holding his jaw in the other hand, watching Luo Sheng raise his eyebrows, and said with a smile: "How? Little boss, do you want to bind me deeply to you in this way? Are they together? "

Luo Sheng shrugged helplessly: "Truthfully, I really have this idea. When you chatted a few days ago, I really agreed. You said that in the world, two people or both sides can be firmly bound to each other. Together, at least one of two relationships must occur. One of these two relationships is the interest relationship represented by money, and the other one is the marriage relationship represented by the flesh. I think I want to be deep with a savvy person like you. Hold up, one relationship is probably not enough, there are two! "

After talking, Luo Sheng looked at her silently with a smile.

She Qin Weimu took the initiative to retract her gaze and turned her head to pretend to be a thoughtful look. In Luo Sheng's sight, the angle of her side face was even more beautiful.

After a moment, Qin Weimu Qi Yan smiled, turned around and stared at each other again, and said, "emmm ... then ... give you a waiting period."

Uh ...