author: guo-dong du, doctor of law, practice in Beijing dacheng law firm
recently in WeChat and friends to discuss, the company was founded some of the original shareholders in the company, a part of the money, according to the obtained certain equity investment proportion. But, after the company’s development, there has been no what contribution to the company. Now the company has become bigger and stronger, that the stake held by a shareholder value has been turned over hundreds or even thousands of times. He also holds a stake so much now, everyone think that unfair.
this problem also have so many friends as I mentioned before. I think actually at the root of the problem, is that shareholders’ contribution to the company, what’s evaluation.
a, traditional and contemporary, equity allocation standard different
for a long time the habit of thinking is that shareholders’ contribution to the company is mainly funded. Company law of our country and the industrial and commercial bureau of company registration, and in strict accordance with the capital contribution of shareholders, to divide the stake. This causes the impression is that shareholder’s contribution to the only company is funded.
this kind of idea, to some extent. This system, originated from the British and Dutch east India company, is financing for settlement activity. The further development of the company system, because of the steam engine invented after financing large-scale building railways. Thus, the company first, in order to finance. In other words, the company produced by the s, money, capital is a scarce resource, who master the scarce resource, who has the qualifications for equity.
in a long period, this basically is reasonable. Because most of the traditional industry, is a development production by capital. The real estate industry, for example, can get the money, get, basically can do the business; Again, for instance, manufacturing, factory buildings, equipment, have money to buy raw materials, basically can do business together. Enterprise to the production and business operation, assets is one of the most important resources, one out of the assets, is a shareholder.
however, now more and more enterprises, is asset light mode. Now, for example, Internet enterprise, various kinds of scientific and technological innovation, then such as mediation, consultation of the nature of nature or the nature of the service enterprises. Assets is not the most important, the most important is the person’s ability, research ability, marketing ability, professional and technical ability, all kinds of network resources. This case, if only in accordance with the assets, in proportion to their respective shares of capital contribution, divided into hard to sow the grief, caused the contradiction between the shareholders in the future.
2, what circumstance, what contributions, can divide equity
enterprise is what?
these economists coase, even when walking, he said is quite in place. Corporation is that you have your resources, I have my resources, boarding with us, that their contribution to the enterprise resources on the platform, to discuss how to organize these resources, and then go to do a career. You out of the assets, assets, including money, land, equipment, machines; I, the human resources include business decision-making, management, the enterprise the management ability, also includes a teapot operating machinery, such as ordinary labor ability. From this perspective, investment of shareholders, is responsible for the management of managers and employees engaged in ordinary labor, are part of the enterprise. However, not every part of equity. Only grasp the most urgently needed, scarce resource, have a stake.
as mentioned above, in the traditional case, the assets is one of the most important, the most scarce resources, so the assets to obtain equity.
with the expansion of enterprises, shareholders have no ability to comprehensive management, or too lazy to do management work in person. Sometimes even enterprise scale is too big, too many shareholders, listed companies, for example, that no one shareholder to personally run a company. In this case, is specialized in enterprise operation and management of professional managers. Professional manager’s work, is not the ordinary labor; People can do such work is not so good job. To make professional managers more hard work for enterprises, for the shareholders, the shareholders have to take out part of professional managers, equity incentives to the interests of the professional managers bind the chariot to the enterprise. However, in this case, the role of assets often is still the main, so the professional managers of equity incentive, constitute only a small proportion of the company.
with the emergence of science and technology enterprise, innovation, business people of talent, with scientific research and technology ability, has had a pivotal role in the enterprise development. Without them, entrepreneurship program cannot be started, entrepreneurial companies cannot become bigger and stronger. Such entrepreneurial companies also need money, of course, but they have to pay people said: we don’t agree to be hired, equality and cooperation with us, if you don’t agree, we can also find other investors. So, has the knowledge innovation, technology, human capital, such as business decision ability with substances such as capital assets, began to equal cooperation, jointly establish enterprise, business start-ups.
for ordinary workers, although the enterprise also need people engaged in normal labor. However, due to the talent market to be involved in normal labor, more easy to recruit, the alternative is strong, so ordinary labor ability is not scarce resources. Also because of this, ordinary employees don’t often get equity. However, because enterprise scale is more and more big, the efficiency of the management is more and more low, the management cost is higher and higher, a lot of enterprises, for the sake of improve the efficiency of management of began to try to take full ownership model, let ordinary employees get a stake. If the cost of equity for employees, and the efficiency of labor income, than pay the management of the cost is low, the company is also reasonable.
so, according to the distribution of the contributions from, or considering equity investment and output two contributions to distribution, in certain cases are reasonable. Take what kind of allocation of equity, need combined with the feature of enterprise in the industry to determine. Choose the wrong once allocation, along with the development of the enterprise, shareholders in the heart of market mechanism, nature will begin to work, want to adjust the equity idea. This kind of problem, processing of good, the company continue to grow, to deal with bad likely shareholder disputes, make the company into a difficult.