fivefingers on sale 【New】 Financial network (columnist Liu Shengjun) entrepreneurs in China, Ma has been very positive image, called disruptive innovation model, corporate culture guru, the spokesman for a new generation of entrepreneurs. Not long ago, Ma, "cries cut Wei", Ma integrity protection even showed the courage and determination. Recently, however, Ma was involved in the swirl "Alipay" disputes, the more justified the more incomprehensible. Danone - Wahaha dispute is a similar event will be a test Alipay of Chinese enterprises, "the spirit of the contract" is another landmark event.
Present comprehensive information, PayPal is the heart of the event: 100% equity Alipay from Yahoo, Softbank, Alibaba Group Ma and management, moved the three private company controlled by Ma, Zhejiang Alibaba. In light of Alibaba Group Jack Ma is a significant shareholder and management, but also equity Alipay transferee, the share transfer transactions typically associated with large parties.
Ma urged the central bank to pay the principal excuse license. China central bank requirements, an online payment companies in order to obtain a license must be, domestic company. One Dong Alipay CFO Wells confirmed in January of this year, the Zhejiang Alibaba Alipay the central inquiry before the Alibaba Group for implementation of agreements between the control (vie), the protocol control after the central bank to Before the payment Baoying written statement the management company decided to cancel.
Ma says, "I must insist on acting in accordance with the laws and regulations, foreign shareholders are all Chinese laws and regulations can be bypassed, is not to open any around." The excuse that there are two problems: First, foreign-controlled Alipay license not get paid, but may not be the first to get the license. In foreign policy the central bank to pay for access for third parties who say that "otherwise provided by the State Council," and not like prohibition. Second, regardless of breach of motivation, management control to cancel the agreement, the contract actions are clear. Again, even if the equity to pay the deposit to seize, transfer to the competitive opportunities within the capital, must also comply with corporate governance guidelines and provisions of the Articles of Association, so that legal procedures.
If the contract is contrary to the spirit in the following areas:
First, the transfer of shares among themselves. May 11 this year, Yahoo provided the Commission on U. S. Securities and Exchange with detailed operating results report, the disclosure of the transfer of ownership Alipay, and said in a statement, changes in equity Alipay completed in August last year, but until this year, Yahoo was informed March 31 ,. Therefore, management failed to inform the Alibaba Group's important to make timely changes to the disclosure, a listed company Yahoo, which is a very serious matter.
IResearch data show that in 2010, third party online payment industry in China, Alipay with 50.02% market share accounted for half. Agricultural Bank of America credit securities to pay the market value of 51000000000 treasure worth some U.S. dollars, PayPal is the market value of around 50%. Therefore, the transfer of shares Alipay events, Yahoo stock price is likely to have a major impact event. Delay in the disclosure a few months, most means of the outside shareholders are also the deprivation of the right to know, and may even create opportunities for inside trading.
Second, that the transfer of shares Alipay Alibaba Group Board of Directors and shareholder approval. Due to the large value of Alipay, the transfer of its issue by 100% when the board subject to approval and vote on matters submitted to shareholders. According to Alibaba shareholders in the original contract signed in 2005, involved Alibaba Group, any of the assets (including affiliates) and the amount of more than $ 10 million transfer of ownership, must obtain the approval of the Board of Directors or shareholders. However, If only in June 2009, authorized the Board of Trustees of the "verbal agreement" in July 2009 by "board meeting".
However, from Son of the statements made, the Board did not expressly authorize the transfer Alipay equity. Masayoshi Son, said: "If the program refused control protocol, Softbank is no longer involved in the negotiations treasure to pay now, I am trying to silence the non-cooperative challenge Ma powers to build a new pattern." If there were replied: ". I did not know the board, how could this" "information" does not "agree", "transfer agreement" does not "agree to transfer any price". Ma said, "as a reorganization of the corresponding Alipay negotiations, we have to be made at the board level", equal to the prior admission of the facts have not been approved by the Board. Therefore, contrary to the Board Ma, confident all responsibility shareholders.
Thirdly, even if a balance transfer Alipay should also be transferred at fair prices. What price at the fair? Very simply, by all related parties other than shareholders vote Alibaba Ma. Ma said the central bank to meet the requirement, to 332,000,000 yuan, Zhejiang Alibaba Alipay received involved 100%. 330 million yuan in net assets is based on the transfer price, there is no fire sale. In this case, only those who know bullied by anything about the valuation of the company investors. The value of any company, can not be the same but with the net assets. Characterized by rapid growth of asset-light companies, even more so. If the net assets of stock, can some one hundred billion Facebook valuation? GOOGLE can be billions of dollars of market value? If there is no free, why talk about how to compensate shareholders, such as Yahoo!
As the transfer Alipay share flaws in legal proceedings, Ma will address the Yahoo shareholders litigation and legal risk. Even if the future of Yahoo, the Mac reach agreement on compensation, a compensation agreement even if neither the shareholders general meeting of the board of directors and change the share transfer process Alipay illegal, the facts reasonable price .
To Wahaha - Danone dispute, has become, will be a crisis of credibility of Chinese entrepreneurs. While Ma and Zong won the issue, but loss of reputation; While Zong Ma and individuals to increase wealth, Chinese entrepreneurs have on the total paid to long-term costs.
Ma said, "My problem is easy and Yahoo, that is the question of interest, although the issue is not just me, and of the Son of interests, the attitude of staff development principles, the negotiations fell ultimately to the future , staff and shareholders principle of social issue of difficulty. "In fact, Ma and Mac differences spirit that the contract to observe the differences. Great temptation is to comply with the spirit of the contract the best test. Ma said, "I hate nationalism, but also against the spirit of breach of contract and I are the biggest opponents of Wahaha." Having said that, for the temptation, Ma unconsciously made the same choice with Zong, that is the spirit of the contract abandoned.
Alibaba is a very successful business, but founder Jack Ma has no controlling interest, had a hidden heart of Ma, and hostility repeatedly to leave a Ma Yahoo eradicated. However, Yahoo has rejected If the shares of Alibaba held by the proposal. Perhaps, Ma will pay Treasure "smart" as an historic opportunity to change the situation, the central bank's policy to provide a perfect "protection."
In a market economy, the importance goes to say that the spirit of the contract. But in China the phenomenon of frequent occurrence of breach of contract, in contravention of the basic low cost, the cost is too low the default interpretation of the rule of law had not been clear. Ma said that the Chinese people can be disappointed, and can only say he was not surprised the Chinese people. If approach is, in fact, in the context of Chinese business culture normal, very shocking. The key is we expect too much of the Ma, including me. In addition to criticizing the media, few entrepreneurs as accused Ma. Giant CEO Shi Yuzhu public support for a Ma, Ma approach that the "patriotic hooligans." We really kind of "patriotic hooligans" do?
Will not be as lucky as Zong Ma, Alibaba Group, as the largest shareholder of Yahoo, a public U.S. company, Wahaha is not a listed company. Even Yahoo and Yahoo shareholders will, use legal weapons to protect their own interests, and even more the spirit of the dignity of the contract market economy. If there is a "cloud computing", calculated its own, but also to calculate the integrity of the already fragile culture of China.
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