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the day before yesterday, alibaba with the securities and exchange commission (SEC) filed the IPO (initial public offering) the prospectus, and announced plans to raise $1 billion.
change the opportunity cost of equity
by the prospectus, the outside world the biggest harvest, is captured by the mysterious alibaba many key information: ali’s business structure, revenue, profits and cash flow, balance sheet and other key information, and so on, the most important thing is to confirm the alibaba pre-ipo stake in structure: softbank, 34.4%, 22.6% for yahoo!, ma 8.9% (not 7%) before the media estimates 3.6%, Mr. Tsai. ?
jack ma can say from scratch, and 15 years ago Peng Lei, ying cheung “ocean’s 18” collected 500000 yuan of the principal, with doing “there is no difficult to do business” such a dream start.
this story by the late transmission is well known, but the fact is, after several efforts, alibaba total 80% of the overall control of China’s e-commerce market, jack ma business empire dream finally fall to the ground, turn to at least 500000 yuan of the initial principal value (in the lower limit of the agency estimates estimates) $150 billion market value, 15 years of struggle, in at least 300000 times the value of growth.
but Mr. Ma’s personal value gets synchronous growth? At least $13.3 billion, according to the start when 70% (according to foreign media reports) 350000 yuan capital contribution ratio, growth of about 40000 times, the growth rate is far lower than the alibaba’s overall value.
Founding team, such as
in the same way, ma will tencent do $10 billion market value, but the big shareholder for the South African media group, Naspers, ma huateng is worth only 10% of tencent’s market value, this is another example.
according to the classical theory of the market, innovation is one of the biggest social wealth, the biggest source of value is not the business capital, but in the structural and strategic innovation. But in widespread poverty and self-made entrepreneurs in the 1990 s China folk capital is scarce, have a large number of idle money western capitalists seized the biggest achievement of economic growth in China’s digital.
no capital, no opportunity, lost time will never have a chance of landing door means dream, so ma such entrepreneurs realize the dream to pay the price, sacrifice their creativity is at a premium.
claiming control of the game
fortunately, when a dream come true the momentum of the clear, Mr Ma, through its control and influence in the company, made a powerful game and capital.
to buy back yahoo’s stake is a step, adhere to the “partnership” is another step.
adhere to the “partnership”, ensure the management team of ali although holds a minority stake, but the fact that retained control of the company.
this eventually lead to alibaba and the Hong Kong stock exchange for the corporate governance structure, is a kind of hybrid governance innovation.
metamorphosis from warren buffett, a partner at Berkshire hathaway company co., LTD is AB shares structure, but the general sense of AB shares structure is different, alibaba partner system, is not high to the voting shares concentrated in the hands of a few core founder, but by a metabolism, a partner at members of the team to manage each year.
with the official interpretation, this kind of governance structure, on the one hand, can ensure that the team’s ability to innovate, but also to ensure the continuity and stability of the management, not because of individual founder retired, or identity change and affect the company’s operations.
it is thought that this slightly complex design, not only ensures that the ma team of the company’s control, but also a new innovation. There is also a view that the alibaba partner system, completed in the United States AB shares structure of the modified version, updated version, reflected a kind of middle eastern wisdom. ? But others disagree, specific opinions to see Sun Li “the world has pile is difficult to do business”.
jack ma dilution lost the control, but still with the aid of game has obtained the control power of the company.
success is always difficult to price, especially the self-made entrepreneurs, the price of success, will tend to be the biggest space to increase wealth capital before the opportunity to give you the money. Ma give us enlightenment is, in the eve of the summit, to look for opportunities for their creativity value a city back.
how firmly in control of companies?
the prospectus show:? In institutional ownership, Japan’s softbank group holding 797742980 shares, stake is 34.4%; Yahoo shares, 523565416 shares, the stake of 22.6%. ? In personal stake, alibaba chairman jack ma, holding 206100673 shares, holdings ratio is 8.9%; Alibaba co-founder Mr. Tsai hold 83499896 shares, stake is 3.6%; In addition, alibaba CEO Mr. Lu, COO Zhang Yongdeng executives shareholding does not exceed 1%. At present, alibaba’s board a total of four members, Mr. Ma, Mr. Tsai, masayoshi son and Jacqueline D.R ESES. After the IPO, the board of directors will be increased to nine. ?
Steve jobs returned to apple after also bold, clean up the board of directors, regain control and avoid the interference of top-down happening again, but with jobs with the help of a strong personal media power shuffle board is not the same, alibaba in the corporate governance structure and effort on the board of directors system design idea:?
in the first place: to perfect the system and strong partners. ?
at present, alibaba, a partner at a total of 28 members, including management of 22 of the alibaba group, and six associated company and the management of the branch. In addition to Mr. Ma and Mr. Tsai as permanent partner, the rest of the partners in leave alibaba group company or associated company, that is, from alibaba partner after retirement, every candidate nomination new partners, new partners need to meet:
1, the work in the alibaba or associated companies work more than 5 years;
2, have positive contribution to the company development;
3, highly agree with the company culture, willing to do everything for the company mission, vision, and values, etc;
in addition, in order to ensure that partners agree with alibaba shareholder interests, partner system also requires that, during the period of as partners, each partner must have a certain percentage of the company’s shares. ?
in other words, alibaba will with sustainable and highly consistent partner system and company interests, firmly control most of the members of the board of directors by the board of directors to nominate, to dominate the future direction of the company. ?
second: outside shareholders strong defence agreement?
softbank’s largest institutional shareholders agreed to the following contents:
1, in each year’s annual shareholder meeting, vote to alibaba partner nominated director;
2, there is no agreed and Mr. Ma and Mr. Tsai, not vote against any alibaba partner nominated director;
3, will be more than the company common stock proportion stock represents 30% of the vote to entrust, support Mr. Ma and Mr. Tsai’s vote. ?
in return, in a year’s annual shareholder meeting, Mr. Ma and Mr. Tsai will use its shares, and shares with voting rights held by the other, the support of softbank director candidate was elected. ?
the second largest institutional shareholders yahoo agreed to:
at the annual meeting of year, voted for all alibaba partner to nominate directors and softbank to nominate directors elected. ?
in other words, even if not calculate AB shares ma hand control at least 30% + 8.9% + 3.6%=42.5% of the votes, and might buy back 12% of yahoo! ‘s hands with alibaba stock, this means that the market after the dilution stake in the future, alibaba is still firmly in the hands of ma. Because can nominate the board director of enough. ?