Founder's Control Right Contest From The Perspective Of The "Dual Control Chain"

With the continuous development of China's market economy and the support of policies,more and more enterprising entrepreneurs have emerged.The founder of the enterprise,as the soul of the enterprise,pays a great personal sacrifice in the process of creation and development of the enterprise,and carries the risk of exceeding the ordinary business behavior.With the development of capital market and professional manager market,there are more and more competition for corporate control in China.Control of the enterprise can be thought of as a collection of "power + assets",including power for the enterprise the management decision-making,control the power of the directors and executives,assets include financial assets,intellectual assets,etc.Traditional theory holds that enterprise's ultimate control person only through equity capital to control of enterprises,which requires the founder control controllable shares need to constantly improve themselves,to strengthen the control of the enterprise.Along with the development of the theory,especially after the rise of social capital theory,more and more scholars began to tend to to understand from the perspective of dual control chain enterprises ultimate control person to enterprise's control,namely the equity capital chain controlled chain and social capital.However,few scholars have analyzed the control of the enterprise from the perspective of dual capital control chain.According to ZhuJiGao,chun-fei wang(2012)and,in the case of equity is relatively concentrated,equity capital presents an unsteady state,the control of shareholders and management to mixed management,a series of principal-agent problems to increase the chances of getting the control for the event.In the event of a control contest,the founder may play the role of the manager or the role of the shareholder in the enterprise.Pairs of case study method,this article USES in comply with the relevant design specifications of Robert Yin case study,on the basis of combining inheritance of Chinese situation such as MAO the discussion of the concrete application of case study method,two case studies.For treasure in the struggle for control of the wan and in the struggle for control of the gome's case,on the basis of in-depth analysis,research in different cases for the enterprises to control the founder of the enterprise mode and path,comparison and analysis the founder in the enterprise managers and shareholders of two different roles.Different role founders have different paths to solving the problem.The founder of the management role cannot play a bigger role in controlling the equity capital because he has no or no small stake in the company.Therefore,only through the strengthening of the social capital of indirect control of the enterprise's equity capital and won the general meeting of shareholders,board of directors,management support,social capital controls become enterprise management role,the founder of the only way to control.On the contrary,the founders of shareholder roles can make full use of equity capital control and can also obtain the control of social capital indirectly.Moreover,the founder's single capital controls are unstable.In a situation where the founder does not have a single absolute advantage,the founder cannot control the enterprise through a single capital.Only to the corresponding single capital can directly control the control method is more effective,and indirectly control requires additional capital to support,so can realize stable control of enterprise,take control.Compared with social capital,equity capital has more control over enterprises.The founders are involved in corporate governance through various means,and the primary means is to maintain and increase the proportion of their equity in the enterprise.From the perspective of the actual development of the case,the founder of the managerial role while it is possible to make full use of social capital to achieve control of the enterprise purpose,but do not have direct,therefore has the very high risk.Equity capital control,to a certain extent,can even reach the purpose of control enterprise alone,as,long as controllable equity ratio is high enough,also to the shareholders' meeting of business decisions have greater influence,so as to grasp control of the company.When the founder is fighting for control of the enterprise,the board of directors is the core control mode of control competition.In the governance structure of listed companies,shareholders are not directly in entrusted management behavior,but need to have the effect of coupling among the directors,which makes the director in the governance structure of the hub position.The board of directors is the only one with a single chain of capital controls,can either direct control and indirect control.of control mode,also need to have both direct control and indirect control,with deeper confrontational.Therefore,the control of the board of directors will have a profound impact on the struggle for control.A perfect governance structure can prevent the fight for control.The main reason for the founders to be in control of the company is that there is no pre-programmed institutional design or an unreasonable governance structure.Founder can be set by a series of system to guarantee the control of their own,to prevent a hostile takeover under the premise of system guarantee for shareholders to support the set in advance and perfect the governance mechanism and the environment.At the same time,reasonable distribution of power within the bounds of the law allows the interests of shareholders to be maintained,and the boards and other institutions shall be prevented from becoming the positions of the non-founders for control of the enterprise.Under the standard of the same rights in China,it is necessary to perfect and reasonable system design and governance structure to guarantee the power of the founders.