Research On The Protection Mechanism Of The Control Right Of The Founder Investor Based On Vanke And Ali's Two-case Perspective

After the completion of the reform of non-tradable shares,China's capital market has gradually moved from the era of equity concentration to the era of equity dispersion.In this period of equity structure transformation,with the rise of institutional investors represented by insurance assets and the emergence of traditional corporate governance dilemma,barbarians frequently lock the door in the capital market,and the security of the control right of founding investors is seriously threatened.On the one hand,the founder team of vanke,represented by wang shi,was in danger of losing control of the company due to multiple listings by baoneng group,which led to the berating of the bad institutional investors represented by venture capital in the capital market and the profound reflection of "whose vanke is vanke after all".On the other hand,alibaba's founder team headed by jack ma creatively designed the partnership system,which provided new ideas and methods for maintaining the safety of founder's control right in the era of equity diversification,and was paid close attention by all sectors of the capital market.Firstly,through the review of the institutional background and theoretical analysis,this paper analyzes the reasons for the loss of the founder's right of control in the new era,and from the incomplete contract theory.This paper discusses the source and protection mechanism of the control rights of the founding investors from the perspectives of the theory of control rights and the theory of human capital.Secondly,by reviewing the course of Vanke's equity dispute,this paper summarizes the reasons for the outbreak of Vanke's competition for control rights and the experience and lessons of Vanke's failure to resist the barbarous invasion of Baoneng,including the unreasonable design of the articles of association.The anti-takeover strategy is flawed,the information disclosure of the founding investor team is improper,and the independent director system is not perfect and so on.At the same time,this paper advances One step from the perspective of the security design of control rights and the mechanism of camera control transfer,this paper analyzes the deep-seated reasons why Alibaba's founder team successfully maintains the control right through partner system design.Finally,based on the experience of double case analysis,this paper focuses on five aspects: founder property resources security,founder relational resources maintenance,strengthening knowledge resources,perfecting company articles of association,and designing defense strategies.This paper summarizes the experience and enlightenment of the protection of the control rights of the founding investors under the background of the new era,in order to provide some reference and reference for the protection of the control rights of the founding investors from the side-by-side.The research of this paper is about the control of founding investors in the context of the new era.It is of great theoretical and practical significance to protect and improve the predicament of corporate governance.