NVC dispute: let the sun shines into the reality of Jurisprudence

From the perspective of investors or business partners, NVC has been a troubled company -- 8 years appeared 3 times for control of events. Every fight, in addition to the company's reputation, but also accompanied by huge economic losses. Even more regrettable is that the initiator is the founder of the company Wu Changjiang.

This time, this is the third time that Wu Changjiang has been kicked out of the board. The first two are 2005 and 2012. As the founder of the company, and in the "capital" of the previous two games in the process, Wu Changjiang played the emotional card, relying on the dealer's weight, with jade and stone burned together of the courage to force the board of concessions, so the plot reversal.

But this time, Wu Changjiang's traditional play is not working.

In my opinion, in addition to interest considerations, the attitude of the parties and legal change in "corporate governance" as the core of the cognition, from a wider range of onlookers includes public opinion rational attitude to the market the basic rules of the game.

Between the big NVC shareholders and Wu Changjiang ups and drama, can be regarded as "a typical sample China type of corporate governance". It's evolution, the full test asked participants a basic knowledge of modern corporate governance principles are just hanging on the wall, say in the mouth of a paper instrument? When personal feelings and legal entanglements together, we should be more to follow which criteria?

This is a topic for all business owners, professional managers and investors.

We see that Wu Changjiang played a sad and tragic role from beginning to end, and behind this role is ignorance or disregard for the basic legal principles.

3 let fall into the control of listed companies compete whirlpool, this farce happen for a reason: from the dominance of the way, understanding deviation of control rights to lose control, Wu Changjiang's performance reflects the many private capital joint discomfort and understanding of the rules of the market gap.

If 2012 Saif Yan Yan Wu Changjiang and fight for control of the right there is a big wave dealer brothers' help, the sympathy of public opinion, so this time the situation had been completely different.

First of all, his self positioning serious deviation. It is very clear that after several equity transfer, as the founder of Wu Changjiang in the remaining 2.54% shares of NVC, from large shareholders to occupation managers, unfortunately, he did not turn this bend, insist on continuing to do large shareholders to do.

According to the basic rules of the market, the ownership of the enterprise is represented by the equity ratio. Shareholders' meeting is the highest authority, the board of directors elected by the general meeting of shareholders, the board of directors in accordance with the law on behalf of the general meeting of shareholders to exercise the management authority. Any manager understands that the board of directors makes a resolution that the manager must perform. Nothing can be accomplished without norms or standards If managers engage in insider control, engage in the transfer of benefits, then this enterprise is bound to decline.

Surprisingly, in the NVC board of directors dismissed as CEO, Wu Changjiang still held by CEO identity is not the implementation of resolutions of the board of directors' conference, interim CEO while refusing to hand over the official seal of the board of directors appointed by the financial and business license. According to media reports, his reason is "no one on the NVC feelings deeper than i". He said: "the board dismissed invalid resolution, I can return to the status of major shareholders one day return to NVC. "In his view," NVC chairman Wang Donglei enterprise not I do well. "The listed company is only the shell of financing, all the assets in the mainland, and the mainland is the legal person of the factory, I have a business. "

The above statement inadvertently exposed Wu Changjiang's cognition of "short board", even if its sympathizers can not deny the emotional appeal can not afford legal question. For the third party, moving them is the fact that the tragic appeal can not replace the real existence. For example, the management team to bypass the board of directors authorized the right to use the brand of private transport problems associated with the interests of enterprises, such as refusing to pay more seals, obstruct production and so on.

Yes, the Chinese people talk about feelings, the general public will often lose control of the company's founder or even kicked out of the company with sympathy. But the emotional and legal and cannot and must not confused, if the measure of a specific and intuitive things with two sets of emotional and legal evaluation system will fall into logical confusion, not that the so-called "Rashomon" impression.

Thankfully, and in the past, most of the onlookers naturally or half unconsciously confuse this with a certain resistance, a point of view it is increasingly accepted, emotional factors can not be replaced to respect the basic rules of the game. Although the founder of the company contributed, but also to be included in the framework of modern management and standardized operation, only to comply with the rules of the game market, the company's value can be maximized.

Here, I want to say is that the incident is not isolated cases of nvc. Similar situation in many private holding listed companies staged in varying degrees. People need to clarify is not listed, does not mean it is Everything will be fine., has a perfect modern enterprise system, only more fully understand and respect the principles and details of corporate governance, in order to better safeguard the interests of all stakeholders, so that the company everlasting.

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