Research On The Founder Control Right Protection Mechanism Based On Double Capital Control Chain

After nearly 30 years of capital market development in China,many enterprises have been transformed from traditional enterprise forms into modern enterprise organization forms.After several rounds of equity financing,the founder made his share continuously diluted.What is more,the founder renounced his shareholding in the shareholding system and played the role of professional manager.Under such circumstances,the shareholding structure of the enterprise becomes dispersed from the original concentration,and the founder is no longer the controlling shareholder of the enterprise.At this time,the founder's control power will fluctuate due to the equity financing.Under decentralized or relatively decentralized ownership structure,founders' control becomes unstable.At this point,due to the existence of information asymmetry and interests of major shareholders and other inconsistencies,the majority shareholder will intervene in the founder's governance intervention,by removing his position to force him to withdraw from the business,so as to facilitate access to business control.The normal participation of major shareholders in corporate governance is conducive to providing corporate governance efficiency and improving the corporate governance structure.However,if the major shareholder maliciously dismisses the founders and other members of the board of directors,this will have a detrimental effect on the founder and the development of the enterprise.Based on the review and analysis of the existing literature,this paper establishes the theoretical analysis framework of the control over the dual capital control chain based on equity capital and social capital,analyzes the control over the ownership of Vanke's enterprise,The motivation of the founders to control the contention and how the founders use the dual capital control chain to maintain their control and study the role of legal regulatory factors in the contention of control.The study finds that the reasons for the controversy over the control of the founders and major shareholders arise from the inconsistent interests of both parties,the diversification of shareholdings,the separation of control rights and cash flow rights and the change of shareholdings.Founder can use the equity capital and social capital to protect the control of the enterprise,the specific path is as follows: At the general meeting of shareholders,the founder of the use of equity capital,through the voting right to vote on the General Assembly has a significant impact,through the equity capital to achieve Control of the general meeting of shareholders;At the same time,the founders made use of the strong associated social capital to establish an alliance of equity capital with their shareholders to enhance their control over the Shareholders' General Meeting.At the board level,the founders make use of equity capital and social capital to control the board of directors by means of personnel arrangement.At the management level,using its social capital to arrange acquaintances or relatives to join other isosceles ties into the management of the company,unite the management with strong social capital with the founder and oppose the malicious removal of major shareholders.For non-stakeholders,they can revolt against vicious control of major shareholders through strikes,prosecutions,requests for regulatory intervention,and help founders gain corporate control through informal means.This article provides some reference for the founders to maintain their control and how to stop the malicious takeover of major shareholders.