Research On Governance Of Out-of-control Insiders

Due to the shareholding's dispute between Baoneng and Vanke's,“being washde”of CSG's core business team,the control right's dispute between Shanghai Jahwa and the Ping An line,Gome's Huang Chen,and the "fighting-for-palace" problem occurred between the the early founder of NVC Lighting Frequent and investors,the insider out-of-control problems have undoubtedly formed a severe challenge for the development of modern enterprises.The so-called insider out-of-controll mainly refers to the fact that the founder or core operating team of the company dilutes its own equity as the external capital enters,and gradually loses control over the company.The enterprise is the collection of human capital and financial capital contract.The basis for the contracting between the two parties is that the interests are consistent,the risks are shared,the value is shared,and the system is constrained.That is to say,there is a conflict of goals while cooperating with each other.However,it is possible to find a space for cooperation through proper order,so the relationship between human capital and financial capital should be balanced,and ultimately achieve the joint governance of the two companies.However,under the existing corporate governance model with the supremacy of equity,financial capital is above the human capital.If human capital is infringed,the interests of the human capital of the Chinese entrepreneur or company cannot be effectively maintained.The spirit is also a heavy blow.It is also contrary to today's efforts to promote entrepreneurship.When capital drives out entrepreneurs,what is left of listed companies? Therefore,capital is busy placarding and entrepreneurs are unwilling to operate.It will inevitably also affect the development of the real economy and eventually lead to social and economic losses.Therefore,the proposition that whether the corporate governance structure with the same rights meets the needs of the development of modern companies has also been re-examined by people.In order to safeguard the legitimate rights and interests of human capital,the exploration of corporate governance models,whether in academia or practice,has begun in full swing.The most prominent of these is the study of partners' systems.In the study of the partner system,research on the double-level shareholding structure has gradually matured.However,for the two-tiered shareholding system,since the privilege is given to individuals through the company's articles of association,it is easy to form individual-to-business control.The limited rationality of the individual is also a great risk for the long-term development of the company.Therefore,how to balance the relationship between financial capital and human capital,and govern the problem of out-control of insiders,compared with the double-level system of ownership,the business partner system is the company's constitution to give the privilege to the company's core business team in the form of a team.Realizing a common governance of the company may be a better perspective.For example,Alibaba's partner system,Vanke's business partner system,Huawei's rotating CEO system,etc.,governing the company in a team form,reducing the individual's limitations,while also maintaining the team's liquidity,etc.,will help reduce risk.However,the study of the business partner system is still in its infancy.Therefore,the article examines the governance of internal out-of-control problems based on the perspective of the business partner system,and explains how to achieve the follow-up of corporate governance order through specialized means in the context of this change.And arrangements,for the effective identification of the connotation and extension of the business partner system,research under the system to prevent insiders from getting out of control,innovate the corporate governance structure,and improve the regulatory system are of great theoretical and practical significance.First,the article effectively defines the core concepts involved in the system of insiders,out-of-control insiders,partners,business partners,business partners' institution,etc.,by consulting various related documents.Secondly,the analysis of the current situation of out-of-control insiders includes the types of out-of-control insiders,the out-of-control characteristics of insiders,and the game between parties.Then,based on the perspective of the business partner system,the problems of out-of-control insiders were regulated.At the same time,the article adopts a comparative study method and compares the success and failure experience of the listed company as a sample,and analyzes the effectiveness of the business partner system in preventing insiders from losing control.Finally,according to the previous article,it sums up the inspiration for the modern company and the supervisory level.Through the above research,this paper draws the following conclusions:(1)The business partner system has innovated the corporate governance model and can effectively manage the problem of out-control of insiders.(2)Under the background of the gradual return of all types of enterprises to A-shares,it has become a trend to recognize human capital property rights,balance the relationship between human capital and financial capital,and realize the corporate governance of human capital and financial capital.Imperative.