The rules of the game behind the Gome war

The struggle between Huang Guangyu, a major shareholder, and Gome's board of directors continues to escalate in the speech market. On August 4, Huang, in the name of his holding company, asked for an interim shareholder meeting. And to remove the 20% additional authorizations given to the board by the former general meeting and the cancellation of Chen Xiao's executive director and chairman of the Board of Directors, the Gome board of directors promptly sued in Hong Kong for Huang, both sides through the media interview and open letter Way you came to me,　　Become the most concerned event in the business world today. Among them, the majority of Chinese netizens accused Chen Xiao, the chairman of the Board, against the trust of the big shareholder, Huang Guangyu, to steal the control of the listed company with the family business color.　　This is a traditional moral trial, which blurs the commercial attribute of corporate governance and equity contention, which can be referred to as classic business cases. According to past performance, gome after the listing, Huang in the management of operations still give its strong family color. Huang lost his ability to intervene in the operation of the company after he was arrested in 2008 for the crime and was convicted of the 14 sentence of the first instance this year. So, whether from corporate governance or its own inability to exert influence, the "yellowing" of corporate operations is ripe for gome to transform from a family-owned company to a real public one.　　But Chen's series shows that what they need is a total elimination of yellow's ability to intervene, namely, by offering to dilute the yellow shares and let them out, depriving Huang of control, which caused the yellow family's fierce reaction and fight to the bitter end. Mr. Chen became the object of public censure because the public still took for granted that Gome is still a family enterprise created by Huang Guangyu, whose wolf, stolen by professional manager Chen Xiao, has a traditional betrayal and a violation of professional manager ethics. Second, in an agreement with Bain, Chen most of the additional protection provisions are related to ensuring the status of individuals in the United States, including Chen in the United States for at least 3 years, because Chen in his personal name for Gome to do loan guarantees, it will be exempted from touching the terms of default, Bain can be 1.5 times times compensation and so on. Subsequently, Chen also implemented a large-scale equity incentive, the whole management of the interests of their own bundle.　　Although these acts are objectively or beneficial to the company, they are suspected of being selfish. Therefore, from the perspective of investors and the business community, Chen and his team to do is within the rules of the game, but in terms of personal ethics, Chen seems to have a negative trust, and the power of contention for the benefit of the suspicion, so that the case in the public awareness of the complex quagmire.　　Because the public judge can be referenced by the benchmark of the original love, the debate, and because of the lack of basic business rules of common sense, public opinion is full of folk moral color, and inadvertently ignored the importance of the business game rules. This need to gradually comb the common sense and logic, it is possible to this complex dispute to a more objective reduction. First of all, as a listed company, its management must be accountable to the board of Directors, and the Board of Directors is accountable to all shareholders. The Chairman of the Board will be responsible for all the shareholders, not just the bigShareholder's responsibility.　　Therefore, from the perspective of corporate governance, Chen does not have to be responsible for Huang, or even private transactions, although it is yellow with his big shareholder status will Chen to the present position. Secondly, as a public company, not all shareholders ' interests are unanimous, and important decisions must be respected and upheld by Democratic voting in the general meeting of shareholders. Therefore, before the United States held a shareholder meeting and vote, the outside world can not judge whether Chen and Huang are representing the majority of shareholders of the company's interests.　　As a major shareholder, Huang and other shareholders have the same rights to defend their own interests, not because of the yellow prison or have hurt the company's behavior and reduce their rights, yellow counterattack is understandable. Third, the essence of Gome's infighting is the interests of the dispute, as long as the law and the scope of the company's Articles of association game, there is no moral, not to use moral or administrative force means to interfere with individual legitimate interests of the game, and ultimately should be submitted to the United States shareholders to resolve.　　The challenge for Huang is that he has been reducing his holdings to create opportunities for others, that he should have a basic sense of risk and that the public should not abuse compassion for his possible loss of control. Four, Chinese Traditional society still attaches importance to morals and friendship, and the commercial rules of market economy are based on law. As a listed company, its governance and operation must conform to the legal principle and be responsible to the investors.　　The problem is, whether it's Chen or Huang, can not get rid of the fact that they are traditional Chinese, although subject to and respect for overseas market rules, but still have a river in the atmosphere, it can not avoid the onlookers to use traditional morals to carry out their own value trial, which is China can not avoid the realistic context. Its five, in the initial stage of economic development, the Chinese company is mainly a single large state-owned enterprises and family enterprises mainly. The majority of private enterprises are family enterprises with individual entrepreneurship, although some have been listed at home and abroad, but most of them still retain the control rights, the decision still has the family interest color.　　Gome's infighting is detrimental to the transformation of Chinese family-owned companies into public companies, and private mergers and acquisitions or restructuring activities may be affected, as entrepreneurs fear losing control and excluding professional managers. Its six, the positive significance of this event is that the game of commercial interests must fully use the rules of the capital market, according to law. As Gome is registered in the British Isles and is listed in Hong Kong and has international corporate charters, it must be game within the framework of laws and regulations. This will encourage more Chinese companies to pay attention to rules, rules and rules.　　In reality, most Chinese companies operate with unspoken rules, and even many listed companies repeatedly violate laws and articles of incorporation. We believe that, after the United States through the double blow of Mr Huang's imprisonment and financial crisis, it is a wrong choice to put the company at risk of unrest for their own selfish interests, regardless of whether they are anxious to "go to yellow" or "Huang's counterattack". In order to be accountable to all shareholders, the two sides should settle as soon as possible, rather than countries marching personal battles.