The Board Structure of Anglo-American Model

Common single-layer plate structure diagram

Securities market and allocation of control rights

The allocation of control rights through the securities market is one of the important ways of corporate external governance. It is of great significance to the company's technological progress, product structure adjustment, competitiveness improvement and optimal combination of production factors. The allocation of control rights includes mergers and acquisitions and asset divestiture.

Definition of M&A: M&A refers to the property right transaction of two or more enterprises forming a new enterprise according to certain conditions; Acquisition: refers to a transaction in which an enterprise acquires most of the property rights of another enterprise under certain conditions, thus occupying a controlling position. Difference: merger refers to the integration of an enterprise with other enterprises; But the acquisition is not integration, but one party dominates the other.

Drucker's Five Principles of Successful Merger and Acquisition

(1). The acquisition must be beneficial to the acquired company;

(2). There must be core factors contributing to the merger;

(3) The acquirer must respect the business activities of the acquired company;

(4). In a year or so, the acquiring company must be able to provide senior management personnel to the acquired company;

(5) In the first year of acquisition, the management of the two companies should be promoted.

Company divestiture 1. Company divestiture mode: sale, spin-off and equity divestiture.

2. Company divestiture analysis

3. What are the common corporate governance models in the world? According to: 1, the degree of development of the capital market is different, and the difference between enterprises and banks,

The role of stakeholders in governance;

2. The final investment time dimension and evaluation criteria are quite different.

Corporate governance can be roughly divided into Anglo-American governance model and German-Japanese governance model. The success of emerging industrial countries and regions in Asia has made the family business governance model in Southeast Asia one of the focuses of theoretical research.

Anglo-American governance model: shareholder sovereignty plus competitive capital market

German-Japanese Governance Model: Main Bank and Double Board Structure

Family Business Governance: Control by Major Shareholders and Incomplete Information Disclosure

Anglo-American governance model: shareholder sovereignty plus competitive capital market German-Japanese governance model: main bank and two-tier board structure