Hong Kong is fully capable of being tested in the partnership system

Alibaba's mystery man, Tsai, said in an interview with Reuters a few days ago that Alibaba would not change its partner system in order to list in Hong Kong. Of course, if you go to Reuters to read the English text, you will find that the tone of these statements is far more intense than domestic reporting, using words such as implies.

Since the end of last year, Hong Kong has begun to look into the question of whether to allow the partner system to study all the parties, the HKEx, the SFC and the courts, and to solicit public opinion in the process. The entire research process will continue into the first quarter of this year, and perhaps April can be released. Cai to take this stance, than Ma Yun himself out of the blind trick effect is much better, is the ball last kicked to Hong Kong, but whether there are variables to work.

Partner system in Europe and America is not uncommon, a considerable number of advisory, legal and other service companies are based on the partner system established. Of course, the law also has some explicit provisions for partners, the general partner is to bear unlimited liability for corporate debt, the company can also join as partners.

Alibaba's adherence to the partner system, according to them, is an innovation in the governance structure of emerging enterprises, but in fact its partners are far more privileged than those in the European and American partners system. Moreover, Ali's partner system, in the way of production is very arbitrary, joining the company for more than 5 years is a hard condition, but highly identify with the company's culture, there is no obvious indicator to measure, there are many similar conditions, the basic is subjective conditions, is entirely based on human rather than system to determine the company's major decisions.

These 28 partners have the right to nominate company CEOs and more than half of the listed http://www.aliyun.com/zixun/aggregation/5126.html "> Board members, Is the first step in the founder management team's intention to implement actual control of future listed companies. The second step is the more popular AB-stock system in the United States, with management holding shares of B shares, which exercise 10 times times the voting power. In this way, both the partner system, and the AB system, once implemented, Ali management team will become Alibaba essentially generations the Lord.

The core of the modern enterprise operation mechanism is the board of directors, the shareholder elects the Board of directors, the board of Directors chooses the management layer, this is a two-way proxy mode. The board is the equivalent of a bridge that builds the bridge between shareholders and management. The Board exercises the will of the shareholders, and the will of the shareholders will be passed on to the executive management, which is accountable to the board and the board to the shareholders. This is a relatively stable corporate power operation structure, but Alibaba this management, but want to be the executive layer of identity, the exercise of shareholder power.

There's a figurative metaphor for this, the British elected the Parliament, the Parliament elected the Prime Minister, the British equivalent of shareholders, Parliament equivalent to the board of directors, the Prime Minister is the equivalent of management, now the prime Minister said, we have outstanding achievements, the need to have the right to nominate more than half of the Congress, and we have 10 times times more votes than Approximately equal to 51% of the national voting rights. What will the British feel after the motion is proposed? Ma Yun and Cai Shun the mouth of the partner system, about the same as the above content.

If Alibaba does not go on the market, this system is feasible, as long as shareholders agree, it is not. Since the operation of private companies will not affect the public interest, but Ali will be listed immediately, with this set of corporate governance appears to be regressive system listing, it is really questionable.

It is certain that the United States does not exist such a partnership system, the European and American popular partner system is not the same. AB stock system in the United States, Google, Facebook and other large companies are to adopt such a system, Zynga's B-share voting rights to even 70:1, but its management does not have the ability to have less shares in the case, the nomination of half of the board of Directors Power.

Mr Ma and his management team have only a 10% stake in Alibaba, but it makes no sense to want to exercise real control over such a large company with a smaller stake. The reasons they put forward, such as preventing short-term fluctuations in companies, maintaining corporate culture and so on, are fundamentally untenable. All their reasons are based on a good shareholder, but deliberately diluted a possibility, how shareholders know that you will not be in the future of the transfer of interest to empty companies, how to know you will not inside damage to shareholders, how to know that you will not do evil to lead the company astray. The 2011 Alipay incident, let a person shudder, small shareholders can openly plunder the interests of large shareholders, what kind of benefits can not trample on.

Alibaba out of this set of partner system, in the United States market is not a problem, arguably directly to the United States listed on the good, but Ali repeatedly and Hong Kong, insisted that the partner system. The reason is that the U.S. market supervision is more stringent, the law is perfect, and the Hong Kong stock market is more stringent system, relatively lax supervision. Ali Management wants the effect is to avoid the United States market of strict regulation and legal action, but also with the partner system to the company's actual control, this is the fish and bear the mentality of having the cake.

There's another reason that nobody ever mentioned. Ma Yun and other people in the corporate governance and management of the implementation of the set, a lot of loopholes, in Ma Yun and other people as a small shareholder, Alibaba does not constitute the actual control of the situation, once there are problems, they will lose the support of Alibaba, become a loner, and in Ma Yun and its management to Alibaba has the actual control of the foundation, All responsibility will be borne by the company.

If you say, in the past, Mr Ma and other people have some vague areas of the behavior of the shareholders, the public opinion will be bound to its behavior, then in Hong Kong accepted its partner system listing requirements, the possibility of its implementation of the shareholders and the interests of small shareholders to complete the legalization process. There will be chaos in Hong Kong's securities order, and the status of an international financial centre will be challenged and the spirit of justice gone. Of course, this time I think Hong Kong is fully capable of being tested.