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避开引发“心脏病”的股权设计

发布时间:2024-03-30 发布人:山东股章浏览次数:740次 来源:www.guquanzhanlue.com

某些股权结构本身就是矛盾的渊源。最容易导致毁灭性矛盾的股权结构有两种:平衡型股权结构和平均分散型股权结构。

Certain equity structures themselves are sources of contradictions. There are two types of equity structures that are most likely to lead to destructive contradictions: balanced equity structures and evenly dispersed equity structures.

先说平衡性股权结构导致僵局的例子。

Let's first talk about an example of a deadlock caused by a balanced equity structure.

有两个人,同学多年后共同成立了一家公司。公司业务发展不错,效益也十分可观。但没到一年公司便垮掉了。原来,两人在经营战略、用人理念上发生了分歧,都很坚持自己的看法。正好两人各占公司50%的股份,谁也不能单独作决定。开始还只是理性的争执,后来变成了感性的抬杠,凡是对方主张的一概否决,以致一个很有发展潜力的公司活活被拖垮。

Two people, classmates, formed a company together many years later. The company's business development is good, and the benefits are also considerable. But the company collapsed within a year. Originally, there was a disagreement between the two in terms of business strategy and employment philosophy, and they both insisted on their own views. Coincidentally, each person holds 50% of the company's shares, and no one can make a decision alone. At first, it was just a rational dispute, but later it turned into emotional confrontation, rejecting all the other party's proposals, resulting in the collapse of a company with great potential for development.

这是典型的平衡股权的难题。两个人股份相当,对财产权利和控制权利的行使力度一样。积极的一面是,两个人力度一样大,可能互不相让;消极的一面,也可能互相观望—反正赔了也有你的一半。

This is a typical challenge of balancing equity. The two individuals have equal shares and the exercise of property rights and control rights is equally strong. The positive side is that two people with equal strength may not give in to each other; On the negative side, you may also observe each other - after all, if you lose, you will have half of it.

而平均分散的股权结构一旦产生股东矛盾,也可能是致命的。我有一个客户,从零起步,已经运作了近十年。开始是两个股东,一大一小,两个人互相配合,业务做得还不错。后来为了做大,经过几次增资扩股,包括给有能力的职业经理配股,变成了七个股东。其中最大的股东占30%股份,最小的两个股东各占5%,另有两人各占20%,两人各占10%。大股东任执行董事兼总经理,其他股东分任不同的职务。

Once a evenly dispersed equity structure creates shareholder conflicts, it can also be fatal. I have a client who started from scratch and has been operating for nearly ten years. At the beginning, there were two shareholders, one large and one small, who cooperated with each other and did a good job in business. Later, in order to expand, after several rounds of capital increase and share expansion, including issuing shares to capable professional managers, it became seven shareholders. The largest shareholder holds 30% of the shares, the two smallest shareholders each hold 5%, and the other two each hold 20%, each holding 10%. The major shareholder serves as the executive director and general manager, while other shareholders hold different positions.

这种股权结构,导致该公司即便是小事情也难以决定。一次,公司决定中秋节全体员工去爬香山,行政部经理却为了这件事,哭了好几场,都无法协调好。原因是这些股东(他们在企业里面都被称为“X总”)意见不统一。负责销售的股东根本就不同意去,认为正是拿单的时候,不宜耽误时间。负责财务的股东认为预算太高,不值。负责产品的股东认为预算还太少,要搞就得像样一点。在重大决策上,大家要么表态但不关痛痒,要么就不表态。谁也不作负责任的思考,谁也不作有力的担当。而担任总经理的大股东的意见也时常遭到否决。就这样,这家开始发展还不错的公司,后来一直不死不活,租用写字楼的品质越来越差,办公场地也越来越小。

This equity structure makes it difficult for the company to make even small decisions. Once, the company decided that all the employees would go to climb Fragrant Hill on Mid-Autumn Festival, but the manager of the Administration Department cried several times for this matter, but could not coordinate well. The reason is that these shareholders (all of whom are referred to as "Mr. X" in the company) have different opinions. The shareholders in charge of sales simply do not agree to go, thinking that it is time to get the order and not to waste time. The shareholder in charge of finance believes that the budget is too high and not worth it. The shareholder in charge of the product believes that the budget is still too small and that it needs to be done properly. On major decisions, everyone either expresses their opinions but it doesn't matter, or they don't express their opinions. No one thinks responsibly, no one takes on strong responsibilities. The opinions of the major shareholders who serve as the general manager are often rejected. Thus, this company, which had initially developed well, continued to thrive, with the quality of rented office buildings deteriorating and the office space becoming smaller and smaller.

这个案例反映的是平均分散股权结构的弊端。由于股权平均分散,没有人能真正地行使控制权,极易产生搭便车的心态。搭便车最突出的莫过于,这已被证明是没有效率的方式。在这种股权结构下,只有产生一个英雄,有极大的人格魅力并大公无私,公司才有希望。

This case reflects the drawbacks of an evenly distributed equity structure. Due to the average dispersion of equity, no one can truly exercise control, which can easily lead to a free riding mentality. The most prominent aspect of free riding is that it has been proven to be an inefficient way. In this equity structure, only by producing a hero with great personal charm and selflessness can the company have hope.

本文由济南股权顶层架构设计提供技术支持,更多的详细精彩内容请点击我们的网http://www.guquanzhanlue.com我们将会全心全意为您提供满意的服务。

This article provides technical support for the top-level architecture design of Jinan equity. For more detailed and exciting content, please click on our website http://www.guquanzhanlue.com We will wholeheartedly provide you with satisfactory service.


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