Global Monopoly of Technology

Bluestar Technology CEO Office.

"Please come in."

Luo Sheng looked up and saw that Qin Weimu was knocking on the door. Today was the third day after returning to China.

Qin Weimu is no longer working in Bluestar Technology. She has long since stepped down from her original positions as CLO and director of Bluestar Technology, and has officially served in the Blue Star, but she can still move in and out of this company without hindrance.

Because she is now Luo Sheng's exclusive chief lawyer, and she still retains the position of external legal counsel at Bluestar Technology.

"I have developed a complete and executable plan for the task you gave me before. This is a new plan after I re-adjusted the top-level design of Bluestar Technology. Take a look." Qin After Weimu came in, he said, and handed Luo Sheng a thick document in his hand.

"So fast?" Luo Sheng was quite surprised. He didn't read the complicated materials, he glanced at the materials and added: "Roughly speaking, listen."

Putting down the work at hand, Luo Sheng walked out of the desk to the sofa by the window and sat down. Qin Weimu also came over, sat down beside him, and said, "Simply put, it is four words - limited partnership."

Limited Partnership?

Luo Sheng said concisely: "Be specific."

Qin Weimu organized the language in his mind and said, "If the entrepreneurs facing the present are doing corporate law, then the entrepreneurs facing the future must do partnership law. My solution is that you should work with Bluestar Technology. The major shareholders of the company jointly set up a limited partnership. In this limited partnership, you are designated as the GP of this limited partnership, and other shareholders are appointed as LPs. Through this limited partnership, you can hold 100% of Bluestar Technology. Equity."

Qin Weimu and Luo Sheng looked at each other and continued: "This implementation allows you to have 100% of the right to speak, because you are the GP of this limited partnership, and the GP bears unlimited joint and several liabilities for the company, and also enjoys unlimited rights. Great rights. Although LPs also own shares, they do not enjoy relevant control rights. Once Bluestar Technology goes public, it will bring new variables. Let’s talk about shareholder status. It is difficult to know who and what those shareholders are. Will your temperament agree with you and condone you like the current VCs do?"

At this moment, Luo Sheng stared at her without saying a word, and Qin Weimu continued seriously: "Although these variables will not fundamentally shake your control over Bluestar Technology, they will also make you invincible. Sorry, this is possible. For example, every time the company holds a shareholders' meeting, it must be present to sign. It may be that some shareholders request to check the company's account books today, say that a shareholders' meeting will be held tomorrow, and several small shareholders will gather in the day after tomorrow. If you apply for the dissolution of the company together, 10% can apply for the dissolution of the company.”

Luo Sheng: "..."

Seeing his slightly astonished and helpless expression, Qin Weimu couldn't help but smile, and quickly converged and said, "So you will find that after the company's listed shares flow in the market, the more people there are, the more troublesome things will be faced. Many, there are also some small shareholders who are purely greedy, although he can't fundamentally affect anything, but mosquitoes are always annoying things, once or twice is good, and no matter how good-tempered people are, they will be unbearable."

Having said that, Luo Sheng immediately understood the benefits of limited partnership.

Simply put, it is to set up a limited partnership, and put all the other shareholders of Bluestar Technology into the company to be LPs, while themselves serve as GPs. In this way, no matter how the shareholders change, it does not matter, because the GP is in the limited partnership. In the enterprise, it is equivalent to the absolute right to speak.

Luo Sheng pondered thoughtfully and muttered to himself: "Limited partnership structure, this method is good or not, but the problem is that being a GP allows me to have unlimited rights, and at the same time, I have to bear unlimited joint and several responsibilities. Is the risk too great? Is there a way to control the risk?"

Qin Wei smiled and replied: "Of course I helped you think of this,

The world still has the best of both worlds. "

Luo Sheng couldn't help turning his head to look at her, and asked curiously, "What can I do?"

Qin Weimu smiled lightly and introduced: "It is actually very simple to avoid this risk, you can register GP as another limited liability company, and the registered capital of 1 million yuan is enough, then GP will become a limited liability company. The capital is 1 million yuan. If the limited partnership has an external debt of 10 billion yuan, the GP assumes unlimited joint liability and needs to pay back 10 billion yuan, but GP is a limited liability company with a registered capital of 1 million yuan.”

Hearing what she said, Luo Sheng couldn't help but be stunned for a while, and said, "Knowing the Fa is really important..."

Qin Weimu added: "In this way, the limited liability company can assume unlimited joint and several liability to the outside world, and at the same time enjoy unlimited rights. Through legal methods, the risk of GP's unlimited joint and several liability is controlled. One advantage is that when a limited partnership is listed in the company, you are not subject to restrictions on sale, because you do not directly hold the company's equity, but through a limited partnership."

This Luo Sheng knows that under normal circumstances, the company's management team can only sell no more than 25% of the shares to realize it. It seems that there are many restrictions, but there are actually many ways to avoid it.

"You're right, future-oriented entrepreneurs must do partnership business law, and do what you want." In the end, Luo Sheng looked at the slightest with great satisfaction, without thinking too much, and decided to do it on the spot.

Such a new set of design is undoubtedly a set of safety valves for the company after the listing. Plan ahead and prevent some potential problems early. It is best not to happen, and even if it happens, it will not be troublesome. .

After establishing the general direction, Luo Sheng convened the board of directors the next day, and submitted his decision to vote on matters related to the spin-off and reorganization of Bluestar Technology.

As a result, the vote was passed without any suspense, and no one voted against it, and it was passed unanimously.

Because the investors also strongly agree with Luo Sheng's decision. Now let's take a closer look at Bluestar Technology. The management of this company is also a bit chaotic, because the development is too fast and the business expansion ability is too strong.

When Luo Sheng acquired Take-Two before, he told Ryan Blunt that his company's management was chaotic, and now Bluestar Technology is almost the same.

A week later, Luo Sheng held another Bluestar Technology executive meeting. The directors of the company's various departments and the management above all attended the meeting, as well as the executives of the overseas European sector and the American sector. coming.

Overseas executives have all come to the mainland, and the news has spread like wildfire, and the industry has paid great attention to this.

Obviously, Bluestar Technology has made new moves recently.

In the past week, Luo Sheng was dealing with one thing, that is, talking with the head of the company's human resources department, and at the same time, he had a clear understanding of all the information about the directors of each department of Bluestar Technology Company and the senior executives above. Chu, including overseas employees, also includes the previous resumes of these people.

The meeting has now started.

In the conference room, Luo Sheng looked around the management staff attending the meeting.

"There is only one thing in this meeting, about the company's spin-off and reorganization, which must have been heard by many people in the past week. Today's meeting will discuss this."

...

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Ps: It took a lot of thought to write this chapter, and it is absolutely dry. Zhaoling went to check the top-level design of many large companies in reality, and finally decided to let the protagonist follow the routine of controlling Zhifubao.

According to the exposed news, Mr. Ma first registered Yunbo Company and is the actual controller of the company. Then use the company as the GP of Junao and Junhan, the two limited partnership enterprises, to have the absolute right to speak and control these two companies. Junhan invests in Zhifubao and accounts for 42.28% of the shares, and Junao also invests and accounts for 34.15%. The two companies hold more than 76% of the shares of Zhifubao, and thus indirectly have great control and voice over Zhifubao.

Mr. Ma achieved the goal of undertaking unlimited joint and several liability as a limited liability company through such operations, and he also had the absolute right to speak.

As for the VIE mode including "protocol control", it depends on whether the plot is needed. VIE is a huge pit, and the risk of the key person is too terrifying. My rabbit is the ultimate routine king. The VIE structure seems to be perfect, but in fact I don't have it. There is no clear legal provision in this regard. Once the legislation does not recognize it in the future, it will be a dark rhythm for many entrepreneurs...

In addition, five more tomorrow! ! !