股权离每个人并不远 Equity is not far from everyone

很多人觉得股权就是生意人的事情，如果自己是一个打工人，永远跟股权挂不上边，其实这种想法是不对的。

Many people think that equity is the business of businessmen. If you are a worker and will never be linked to equity, this idea is actually wrong.

我们千万别觉得股权离自己的生活很远，和别人合伙做生意，你是股东；投资一家小店，你是股东；买了股票，哪怕只买一股，你也是股东。

Don’t think that equity is far from our own lives. You are a shareholder when you do business in partnership with others; when you invest in a small shop, you are a shareholder; when you buy stocks, even if you only buy one share, you are also a shareholder.

那么股东的权利，到底是什么权？

So what are the rights of shareholders?

海底捞张勇铁腕夺股权 Haidilao Zhang Yong seizes equity with iron fist

1994年，四个年轻人筹集了8000块钱，开了一家火锅店，各占25%的股权，后来四个年轻人成为了两对夫妇，每家占50%的股权。这就是著名的海底捞。两对夫妇分别是张勇夫妇和施永宏夫妇。刚开始，四个老板有活儿一起干，慢慢地，就由领导力最强的张勇掌控全局了。到了2007年，海底捞已经发展成国内顶级的餐饮公司了，这时候，张勇很强势地提出，让施永宏夫妇转让给自己18%的股权。

In 1994, four young people raised 8,000 yuan and opened a hot pot restaurant with 25% equity. Later, the four young men became two couples, each with 50% equity. This is the famous Haidilao. The two couples are Zhang Yong and Shi Yonghong. In the beginning, the four bosses had work to do together, and slowly, Zhang Yong, who had the strongest leadership, took control of the overall situation. By 2007, Haidilao had developed into a top domestic catering company. At this time, Zhang Yong strongly proposed to let Shi Yonghong and his wife transfer their 18% equity.

按照当时海底捞的财务表现，18%的股权怎么也是上亿的价值了，而张勇希望用多少钱买呢？他要用最早注册的时候原始出资额的价格来买，才1000多块钱。如果你是施永宏，你会卖吗？都是生意人，明摆着赔钱的买卖。 但现实中，施永宏确实让出了自己的股权，留下一段“张勇铁腕夺股权”的商业传奇。

According to the financial performance of Haidilao at that time, how could the 18% equity value be hundreds of millions of dollars, and how much does Zhang Yong hope to buy? He had to buy it at the price of the original investment amount at the earliest registration, which was only more than 1,000 yuan. If you were Shi Yonghong, would you sell it? They are all businessmen who are obviously losing money. But in reality, Shi Yonghong did give up his equity, leaving behind a business legend of "Zhang Yong's iron fist seized equity."

最后的结果如何呢？

What was the final result?

2018年9月26号海底捞上市当天的市值是945亿港元，施永宏两口子即使转出去了18个点，剩下的股份仍然还有差不多255亿港元。所以，施永宏是一个有大智慧的人。

The market value of Haidilao on the day of listing on September 26, 2018 was 94.5 billion Hong Kong dollars. Even if Shi Yonghong and his wife transferred 18 points, the remaining shares still had almost 25.5 billion Hong Kong dollars. Therefore, Shi Yonghong is a man of great wisdom.

什么是“契约不完全”？ What is "incomplete contract"?

股东、员工、客户、供应商等公司的利益相关方，因为信息的不对称，利益不一致的问题始终存在，所以公司制度是不完美的。

Shareholders, employees, customers, suppliers and other stakeholders of the company, because of the asymmetry of information, the problem of inconsistent interests always exists, so the company system is not perfect.

其实公司制度还有一个缺陷，那就是“契约不完全”。这是哈佛大学的哈特教授和他的合作者们提出的，还因此得到了2016年的诺贝尔经济学奖。

In fact, there is another flaw in the company system, that is, "incomplete contract". This was proposed by Professor Hart of Harvard University and his collaborators, and won the 2016 Nobel Prize in Economics.

什么叫契约不完全呢？按照哈特教授他们的观点，企业是由一系列契约组成的，但是因为人的理性有限，未来不可预测，签约双方理解的不同等等，合同不可能把未来所有的情况都考虑进去，规定个明明白白。

What is incomplete contract? According to Professor Hart’s point of view, an enterprise is composed of a series of contracts, but because of limited human rationality, the unpredictable future, and the different understandings of the contracting parties, etc., the contract cannot take all future conditions into consideration and stipulate a clear and direct.

比如在海底捞，给员工发完工资，给债务人还完债，给国家交完税，把所有按照各种合同该分配的钱分完后，才轮到张勇和施永宏他们这几个股东来分剩下的钱。但能剩下多少给他们分呢？合同说不清楚。

For example, in Haidilao, after paying employees' salaries, paying debts to debtors, paying taxes to the country, and dividing all the money that should be distributed in accordance with various contracts, it is the turn of Zhang Yong and Shi Yonghong to share it with the shareholders. left over money. But how many points can be left for them? The contract is not clear.

经济学上认为这种剩下的钱归谁谁就掌握了“剩余索取权”，因为股东最后才能分享公司剩余的利润，所以，剩余索取权这样的制度设计实际上是对股东的激励，公司干得好，他们就能多分，甚至能分很多很多，但是公司干得不好，他们就挣不到钱，甚至还要赔钱。所以股东承担的风险最大，也是最有动力把公司做好的人，不需要任何人去监督他们。

Economics believes that whoever owns the remaining money will control the "residual claim", because shareholders can finally share the company's remaining profits. Therefore, the system design of residual claim is actually an incentive for shareholders. If they do a good job, they can score more, or even a lot, but if the company does not do well, they can't make money or even lose money. Therefore, shareholders bear the greatest risk and are the most motivated to do a good job in the company. They do not need anyone to supervise them.

什么是“剩余控制权”？ What is "residual control"?

在海底捞的案例中，张勇为什么提出要夺股权呢？除了想索取更多的剩余外，他还有别的考虑吗？这需要介绍下哈特教授他们提出的另外一个概念， 叫剩余控制权。

In the case of Haidilao, why did Zhang Yong propose to seize shares? In addition to wanting more surplus, does he have other considerations? This needs to introduce another concept proposed by Professor Hart, called residual control.

“剩余控制权”又是什么呢？

What is "residual control"?

比如说，海底捞到底要不要上市，发展到什么阶段上市，这种事情都是公司里面最大的事情了，但却是合同里面没有办法约定的，谁能决定类似这些事情，谁就掌握了公司的剩余控制权。说白了，就是公司最终的表决权，或者说是公司最大的控制权。

For example, whether Haidilao should go public or not, and at what stage it will go public, this kind of thing is the biggest thing in the company, but there is no way to stipulate in the contract. Whoever can decide similar things will control the company. Remaining control. To put it bluntly, it is the company's ultimate voting right, or the company's greatest control.

公司最大的控制权能给经理吗？从股东的角度看，不能。原因很简单，很多事情因为合同规定不到，经理很有可能会偷懒、为自己谋私利，或者胡乱做决策，比如说经理很可能把钱都花出去常年不分红，这就会伤害股东的利益。

Can the maximum control of the company be given to the manager? From the perspective of shareholders, no. The reason is simple. Because many things are not stipulated in the contract, the manager is likely to be lazy, self-interested, or make random decisions. For example, the manager is likely to spend all the money without paying dividends all the year round, which will harm the interests of shareholders. .

所以剩余控制权也应该归股东所有，如果不把最终的表决权给股东，股东们是不敢把钱拿出来办公司的。

Therefore, the remaining control rights should also belong to the shareholders. If the final voting rights are not given to the shareholders, the shareholders will not dare to use the money to start the company.

不仅如此，经济学家还认为剩余索取权必须要和控制权对应。在海底捞，张勇是董事长，他承担着更多的决策压力，却只有50%的股份，和施永宏相同，显然不合理。只有赋予他和控制权对等的剩余索取权，他才会被真正激励。这就回答了第二个问题，张勇为什么必须狠夺股权。

Not only that, but economists also believe that the right of residual claim must correspond to the right of control. In Haidilao, Zhang Yong is the chairman of the board. He bears more decision-making pressure, but only has 50% of the shares, which is the same as Shi Yonghong, which is obviously unreasonable. Only by granting him a residual claim equal to the control right, he will be truly motivated. This answers the second question, why does Zhang Yong have to seize the equity?

股权即“产权” Equity is "property"

最后，我们就可以解释“股权的本质是什么”？

Finally, we can explain "what is the nature of equity"?

哈特教授他们认为“剩余索取权”和“剩余控制权”加在一起，就是“产权”，所以他们的理论也被叫作“产权理论”。

Professor Hart believed that the "residual claim rights" and "residual control rights" together constitute "property rights", so their theory is also called "property rights theory."

那股权其实也就是公司的产权，理论上，股东也就是公司产权的拥有者。只要是股东，就可以参与利润分配，并且拥有公司表决权。

The equity is actually the company’s property rights. In theory, the shareholders are the owners of the company’s property rights. As long as they are shareholders, they can participate in profit distribution and have voting rights in the company.

那么在海底捞的案例，为什么张勇要夺走的股权正好是18个点呢？张勇原来有50%，又要走了18%，这样一共是68%，正好比三分之二多了一点点，他就拥有了公司的绝对控制权。

So in the case of Haidilao, why did Zhang Yong take exactly 18 points of equity? Zhang Yong originally had 50%, and he would leave 18%. This makes a total of 68%, which is just a little bit more than two-thirds, and he has absolute control of the company.

只有拥有了绝对控制权，张勇才会义无反顾地为公司谋利益。

Only when he has absolute control, Zhang Yong will work for the company's interests without hesitation.

股权的本质是公司的产权，包括“剩余索取权”和“剩余控制权”。有人的地方就有江湖，有人的地方有有权力争夺，但是，总有人争夺权力，很少有人争夺风险。但只有敢于争夺风险的人，才配得上拥有更多的权力。

The essence of equity is the company's property rights, including "residual claim rights" and "residual control rights." Where there are people, there are rivers and lakes; where there are people, there are power struggles. However, there are always people fighting for power and few people fighting for risks. But only those who dare to fight for risks are worthy of having more power.