Using The Vie Structure Of Overseas Listed Companies Control Right Allocation Research

VIE(Variable Interest Entities),First proposed the FASB in 2003 issued forty-sixth documents of a financial accounting concepts.The VIE structure introduced by China's domestic enterprises is a kind of model which is different from the equity control,Its role is to circumvent the Ministry of Commerce and other relevant departments of the policy constraints and other relevant legal restrictions,It enables enterprises to realize the effective control of the overseas listed entities and the merger of the related financial statements,So that the business can be made in the territory of overseas financing,listing.Therefore,VIE structure is subject to a large number of domestic enterprises belonging to foreign access is restricted or prohibited by the industry's favor.However,in this kind of enterprises through the VIE structure to break through domestic restrictions to achieve overseas listing,due to financing constraints,must be equity funds for.Which leads to the ownership structure of enterprises has become diversified and complicated.In the IPO company's equity will be further dispersed,founder control is easy to lose,the overseas capital hostile situation Domestic entrepreneurs how to protect their own control,the related system design company how to reasonable,complete the allocation of control rights has become an important topic.VIE through the use of JD.COM structure model,reasonable and clever to avoid the policy,legal and other aspects of the constraints of 7 years of financing,although the Jingdong has made a lot of money,equity has been diluted,the control becomes precarious.Although only holds 18.8%(excluding 4.3% employees hold shares)stake,but Liu Qiangdong through proper allocation of control rights,have 83.7% of the vote and more than half of the board seats,the Jingdong's highest authority and decision-making organs have control in their own hands.Specifically,in this paper,we first study the origin of the VIE structure,the function of the VIE structure and the configuration of the control power and other basic theoretical issues,and review the domestic and international literature on the VIE structure and control configuration;Secondly,this paper explains the reasons of the VIE structure under the control of overseas listing,and analyzes the implementation tool of the control right allocation under the VIE structure.Thirdly,this paper studies the case of JD.com control configuration.Introduces the process of JD.com listed VIE,JD.com and JD.com structure analysis by VIE structure of listed the outline,JD.com took the scheme of allocation of control rights and its VIE structure to adapt,and the causes of the quasi listed overseas control allocation scheme and quality;Finally,the VIE structure of the JD.com to be listed abroad to control the allocation of the right to put forward a number of practical and targeted advice,and form a set of control rights for all enterprises to promote the allocation of ideas.