1, the shareholding ratio is too balanced. The so-called balanced ownership structure means that the shareholding ratio between the major shareholders of the company is quite close, and there is no other minority shareholders or other minority shareholders with extremely low shareholding ratio. In the process of establishing a company, if one party is not absolutely strong, then the parties who can often fight will set a balanced equity ratio for the control of the company in the future. If there are more than two investors who can compete, the equity structure will be more scientific. But if only two investors can compete, a balanced ownership structure will be formed. Case 1: A limited liability company has only two shareholders, each holding 50% of the shares. According to the Company Law, the resolution of the shareholders' meeting requires the consent of more than half of the shareholders with voting rights. Later, two shareholders had a dispute for other reasons, and the two sides disagreed with each other's proposal, resulting in the company being unable to form any resolution and unable to operate normally. Case 2: The limited liability company has three shareholders, A and B, each holding 45%, and C holding 65,438+00%. According to the Company Law, the resolution of the shareholders' meeting requires the consent of more than half of the shareholders with voting rights. Once Party A and Party B have different opinions, which one Party C supports, whose opinions can form an effective resolution. After discovering this situation, Party A and Party B intend to win over Party C ... The final result is that C essentially controls the development trend of the company. The problems caused by the above two cases are different, but they also harm the interests of the company. In case one, a shareholder deadlock was formed. The second situation leads to the imbalance between the company's control right and the right to claim benefits. When the control of the company is given to shareholders with a small proportion of shares, they have little right to claim income, and they will inevitably try their best to use their control to expand their extra interests. The legal risk of this abuse of control right is huge, which has serious damage to the interests of the company and other shareholders. Problems that may occur when the shareholding ratio is too balanced: (1) It is easy to form a shareholder deadlock and cannot form an effective resolution of the shareholders' meeting. (2) It is easy to intensify contradictions among shareholders. (3) It is easy to cause the imbalance between the company's control right and the interest claim right. 2. In the practice of husband and wife shareholders, this situation mostly exists in private enterprises. Many private enterprises started their business as husband and wife, while company registration was husband and wife. In addition, according to the mandatory requirements of industrial and commercial registration, "the company's shareholders must be more than two", but others are not trusted. Therefore, the company is registered as a husband and wife, which is essentially operated by one person. The advantages of the shareholder structure of husband-and-wife companies are: it is easier to unify opinions, which is not suitable for the deadlock of company management. The shortcomings of the shareholder structure of the husband-and-wife company are as follows: (1) The management activities of the husband-and-wife company are not standardized, and "public" and "private" are indistinguishable, and there is a legal risk that the corporate personality of the company will be denied in hotchpot; (2) Emotion and career are inseparable. Once there is a crisis in the relationship between husband and wife, it will bring about a dispute over equity and control of the company; (3) The property agreement between husband and wife is unclear, and the true shareholding ratio of husband and wife shareholders is unclear. 3. In the case of excessive concentration of equity in one share, the board of directors, the board of supervisors and the shareholders' meeting are ineffective, and the problem of "insider control" is serious, so enterprises cannot get rid of the "centralized" and paternalistic management mode. After the company enters the large-scale and diversified operation, it lacks the check and balance mechanism, and the possibility of making mistakes increases, and the risks taken by enterprises will also increase with the strength of the company. Possible problems: (1) Corporate behavior is easily confused with individual behavior of major shareholders, and in some cases, shareholders will bear more adverse consequences caused by corporate behavior; (2) When the major shareholder is temporarily unable to handle the company's affairs due to special circumstances, it will cause an unfavorable situation for the minor shareholders to compete for control rights, which will cause immeasurable damage to the enterprise; (3) Large shareholders often ignore the interests of small shareholders, and the rights of small shareholders are vulnerable to infringement. 4. Family businesses find people to be nominal shareholders. Some family businesses like to let family members register as shareholders in the industrial and commercial bureau, but these registered shareholders have no actual investment, and real shareholders and managers have no traces of industrial and commercial registration. There are obvious shareholders and anonymous shareholders. In the event of family conflicts or moral crisis, legal disputes will arise if obvious shareholders dispose of their own shares or vote against the wishes of anonymous shareholders. 5. Shareholders of foreign-funded enterprises, state-owned enterprises and special industries have special provisions. The shareholder qualification of some industries is examined and approved by the state, such as financial enterprises (securities companies, pawn shops, banks, etc.). In addition, the change of equity and state-owned shares of foreign-funded enterprises must also be approved. In order to avoid these regulations, some shareholders find someone to hold them on their behalf and become anonymous shareholders themselves. There is also a risk that this kind of shareholding will be considered invalid by law. 6. Selling shares, sending shares and equity incentives lead to disputes. Some companies adopt the methods of selling shares, sending shares, or equity incentives to retain talents when they are established, but the setting is not very standardized. Whether selling shares is effective, whether to send shares or transfer shares, and when to be shareholders are all prone to differences. 7. Because of the restrictions on the number of shareholders by law, some enterprises whose employees have invested in shares but are not registered often do not register their employees, and find someone to hold shareholders on their behalf through entrustment, employee stock ownership meeting, equity trust, etc. Once the shareholders who hold shares are disobedient, or the major shareholders forget the employee's shareholder status, the rights and interests of employee shareholders will be easily infringed. Case The worst ownership structure in the world is that two shareholders each hold 50% of the shares. We look at the different fates of the companies with the worst ownership structure through Kungfu and Haidilao, two catering enterprises in China. Kungfu is the largest and fastest-growing Chinese fast food enterprise in China, and the only local enterprise among the five fast food enterprises in China. The broad development prospect of Chinese fast food market, the excellent business model of Kungfu and the development performance of Kungfu have attracted the favor of many equity investment funds. From June, 5438 to June, 2007 10, and today, Capital and Linkage invested in two PE companies, and made real efforts to invest. The goal of enterprises and capitalists is to achieve real efforts to go public on 20 10. But later, the contradictions and disputes between shareholders put a question mark on the development of real Kung Fu, and the road to listing became more and more out of reach. As we said before, a good enterprise should at least have the following characteristics in terms of equity: the equity structure is simple and clear; There is a core shareholder; Shareholder resources complement each other; Trust and cooperation among shareholders. But besides the simple and clear ownership structure, Kungfu has problems in other three aspects. Looking back on the real kung fu cases, we can think deeply about the influence of ownership structure on enterprises and capital. 1. The predecessor of the early development of real kungfu was a 168 dessert shop opened by brother-in-law Pan Yuhai beside the 107 national road in Dongguan. 1994, sister Pan Minfeng and brother-in-law Cai Dabiao joined, with an investment of 40,000 yuan. Pan Yuhai himself contributed 40,000 yuan to change the dessert shop from 168 to 168 fast food restaurant. The shareholding structure is that Pan Yuhai accounts for 50%, and his sister and brother-in-law each account for 25%. My brother-in-law was in charge of the early business, my sister was in charge of cashier, and my brother-in-law was doing store expansion. Pan Yuhai is in complete control of this enterprise. From 65438 to 0997, with the help of its "computer-controlled steam equipment", Kungfu overcame the two major problems of "speed" and "standardization" of Chinese fast food industry, and began to open chain stores in enterprises all over the country, which developed rapidly. At this stage, Cai Dabiao, who is in charge of store development, has made more and more contributions to the enterprise. In 2003, the leading power of the enterprise was transferred from Pan Yuhai to Cai Dabiao. In September 2006, Cai Dabiao divorced Pan Minfeng, and 25% of the shares held by Pan Minfeng were owned by Cai Dabiao. 2. The conflict between shareholders is becoming more and more fierce. In June and 10, 2007, Kung Fu introduced two private equity investment companies. Today Capital and Zhongshan are linked. The valuation of real Kung Fu by the two PE companies is as high as 5 billion yuan, each contributing 654.38+0.5 billion yuan, each accounting for 3% of the shares. The shares of Cai Dabiao and Pan Yuhai were diluted from 50% to 47%. As a capitalist, the pursuit of profit is the biggest purpose of PE. Therefore, after investing in an enterprise, it will definitely support the party with stronger ability and greater role in enterprise development. The real efforts of PE investment mainly focus on Cai Dabiao's ability. Therefore, whether in the shareholders' meeting or the board of directors, PE supports Cai Dabiao and tries to establish Cai Dabiao's core position in enterprise management. In this way, the original balance tilted to Cai Dabiao, while Pan Yuhai was gradually marginalized.

Legal objectivity:

Article 125 of People's Republic of China (PRC) Company Law The capital of a joint stock limited company is divided into shares, and the amount of each share is equal. The shares of the company take the form of shares. A stock is a certificate issued by a company to prove the shares held by shareholders. Article 126 of the Company Law of People's Republic of China (PRC) is issued on the principle of fairness and justice, and each share of the same class enjoys the same rights. For the same class of shares issued at the same time, the issuance conditions and prices of each share shall be the same; Any unit or individual shall pay the same price for each share subscribed.