Legal Analysis On The Basis On The Manifestations Of Start-up Company’s Right Of Control

Commercial organization form can be divided into two categories, capital integration and human resource integration, with the development of science and technology, physical capital, especially the importance of monetary capital in commercial organization operation, to employees, the management as the main body of human capital and founding team as the main body of intellectual capital on organizational development increasingly reflects the importance of higher than conventional valuation.The Intellectual Integration Enterprise in control of how to configure a number of difficulties: first, the intellectual control of the company’s lack of stability, performance in two aspects, first, the founding team if the stake is too low, easy to financial investors such as large shareholders out and out of the company’s board of directors, which affect the stability of the corporate governance structure, second, the founding team could also "cut off" protocol control relationship in default way, causing big shareholders of the company’s protocol control lack of organic law on the protection; Second, the control to the relief; Third, intelligence or company in financing needs and heterogeneity of control to realize the proposed new requirements. How to realize the configuration mentally close control of the company and its legal basis discussion has important research value.The first chapter from the current emerging Internet company widely used separation of ownership and governance structure design lead to the realization of corporate control in one form or has legal basis, this important proposition on the basis of this puts forward three problems: first, control can achieve through the advantages of intuitive stake? Secondly, based on the principle of a right to a breakthrough, given equity in the voting rights of difference, whether has legal basis? Again, the traditional double equity gives A, B two kinds of stocks have different proportions of voting rights, but are based on have A certain number of holdings, the prophet, the proportion of beyond, from the control of equity base could have legal basis? After the separation of company management and ownership, control of the company people with ownership separation?The second chapter probes into the core of corporate control power from the theory level, on this basis, through the control of the category, explore its inherent characteristics, power control with facts, indirect power attribute, divisible, transferable, asymmetry, the residual power properties. Control is in the interests of the company all resources of exclusive control. On the company’s daily operation and management of decision-making power and executive power is the performance of the control form. In the case of the controlling shareholders have control, integration of ownership and management rights, if appear not controlling shareholders have control of the situation, the ownership and operation separate, so, control from the fact that level of ownership and management "points" and "close" to define the relationship.The theory of knowledge integration control logic become clear: the change of control of the defined by the subject criterion into object the judgment standard, control the independence of the strong trend, control of realization in the convergence between alienation and repeated game, from the incompleteness of contract into the organic law of the contract law, fixed and protection to the contract law of the complement and relief, control of common governance, control of the comprehensive implementation and trading practices and rules of interaction and game and so on.Within the framework of the current company law in our country, the narrow in the form of corporate control to achieve. Because of this, the realization form of control over the favor of the deviation design must exist on the business needs and urgency, and we need to solve the legitimacy of the legal argumentation.Fourth chapter review first for the concept of capital power, think the key to the capital commercial organizations through the "monetary capital and evaluable non-currency physical capital- hard to direct value of human capital- independence from human capital in intellectual capital". Represented by P2 P Internet creditor’s rights financing mechanism greatly broaden the financing channels, but also to a certain extent, reduced the importance of material capital investment in the company, and contribute to knowledge economy human capital and intellectual capital more important, compared to employees in the form of human capital and intellectual capital of the alternative is worse, the company needed a shareholding structure, control forms for realizing the critical assets "retain" intellectual capital.Secondly, wisdom and the specificity of the stronger company, return cycle is long, integral and action team, determines the control in the configuration will need to overcome the incomplete contract in order to obtain more organic law on the protection and promotion, at the same time under the law of curing mechanism through contract arrangement realize freedom of contract.Thirdly, the company is based on the physical capital, human capital and intellectual capital to form a series of contracts, combination of the three kinds of capital and the proportion of different configuration(i.e., the company’s asset attributes) affects the corporate governance structure and the arrangement of the organization. Support for agency cost control and shift is also the wisdom and control in company configuration options. First, but the decision and the consequences in terms of time and space, the greater the separation of the decision-makers, the more impossible to internalize its responsibility. Second, on the one hand, the external constraints imposed by the personnel change, on the other hand, moral constraints imposed by cultural identity to the company, as a result, at the same time realize the company’s management under the generational change the stability of the governance structure and corporate culture heritage. Third, the introduction of diversified control implementation mechanism, can effectively avoid direct and simply seek advantage stake "rough" for the fight. Fourth, to two or more things enterprise long-term interests, to avoid too much emphasis on short-term interests. Fifth, reputation constraint mechanism. Sixth, make control of the founding team has heard gunfire, can effectively avoid double principal-agent mechanism, information transmission of dissipation.Fourthly, the beneficial right of the separable, shareholder’s heterogeneity and financing structure on distribution of knowledge integration control of the company. From the dimension of a history of the company’s business, investment risk should be reflected in the configuration of control, and different development stage in the company, the relative value of resources also differ, various forms for realizing can reasonable distribution of the company’s legal form.