Chapter 20 How did Zhao Kuangyin complete MBO?

Zhao Kuangyin, a native of Zhuojun (now Zhuozhou, Hebei), was born in 927 AD in a family of officials for generations.He has loved martial arts since he was a child, and he has great ambitions.He compared Tang Taizong Li Shimin to establishing a large company with a reputation in history.Not long after the wedding, Zhao Kuangyin left home and went to the account of Guo Wei, the executive deputy general manager (deputy envoy of the Privy Council) of Houhan Group Company, and was appreciated by Guo Wei. Later, there was a conflict within the Houhan Group. Chairman Han Yindi Liu Chengyou killed many ministers of the finance department, sales department, and propaganda department. He also suspected that the executive vice president Guo Wei would rebel, so he killed all Guo Wei's family members who stayed in the capital. Liu Chengyou also secretly ordered Guo Wei's subordinates to kill Guo Wei.Guo Wei thought that he was running around for the Houhan Group, worked hard and gained a lot of market share, but in the end he was calculated.In a rage, he led his sales staff into the capital of the group headquarters, became the chairman (emperor) himself, and changed the name of Houhan Group to Houzhou Group.Zhao Kuangyin made a lot of efforts in the process of supporting Guo Wei as the chairman (emperor), so he became an executive (military officer) in the office of the board of directors (Prince Guards) of Houzhou Group.Yue Kuangyin was inspired by the fact that Guo Wei seized the position of chairman by armed forces: If he wants to start a big company by himself (to be a man), he must have real power in the company (he must have military power in his hands).Therefore, Zhao Kuangyin worked conscientiously in the board office (forbidden army) of Taizu Guo Wei, the first chairman of Houzhou Group, and did a great job.Later, Zhao Kuangyin and Zhang Yongde were in charge of Zhou Taizu's Forbidden Army, and Zhao Kuangyin became the director of the board office.Zhao Kuangyin also forged a deep personal friendship with the future second chairman, Chai Rong.

Guo Wei, the first chairman, died of illness after only three and a half years in office.In 954 AD, Zhou Taizu's adopted son Chai Rong came to the throne, known as Zhou Shizong, and was the second chairman of Houzhou Group.During the six years of Zhou Shizong's reign, Zhao Kuangyin followed him to unify Guanzhong in the west, flatten the Huaihe River in the east, and attack Khitan in the north, expanding the market share of Houzhou Group to more than half of China.Because of his outstanding performance, Zhao Kuangyin was promoted to the standing deputy general manager of the group (checked in front of the hall), in charge of sales.Since then, Zhao Kuangyin has mastered the military power of the Houzhou Group.He also served as the chairman and general manager of the Songzhou (now Shangqiu County, Henan) subsidiary of Houzhou Group and the general manager (returned to the German Army Jiedushi), responsible for the security work (defense) of the group headquarters (capital Bianjing) (now Kaifeng, Henan) .

During Zhao Kuangyin's six years of assisting Zhou Shizong, his reputation and power have grown, and Luo Zhi's confidantes have also grown.Over the past six years, Zhao Kuangyin has made obeisance to the ten brothers of Yishe in the office of the board of directors (Forbidden Army) and various subsidiaries (fan towns), including Yang Guangyi, Shi Shouxin, Li Jixun, Wang Shenqi, Liu Qingyi, Liu Shouzhong, etc.; most of these people are subsidiaries in various places The chairman or general manager of the company, or the boss of the key department of the group headquarters.He also used his power to recruit Zhao Pu, Wang Renzhan, Chu Yifu, Li Chuyun and other advisers and confidants in his shogunate. These people are very good at law, public relations, marketing planning and other work.

Due to the strong personal charm of the second chairman Zhou Shizong, Zhao Kuangyin was awed by his martial arts and grateful for his kindness, so when Zhou Shizong was in office, Zhao Kuangyin did not blatantly propose MBO (armed to seize the throne). In 959 AD (the sixth year of Xiande), Zhou Shizong died suddenly, and his 7-year-old (some say 5-year-old) son Chai Zongxun succeeded him as the third chairman of Houzhou Group (known as Emperor Gong in history).The chairman Chai Zongxun is young and incompetent, the general manager (prime minister) Fan Zhi and the deputy general manager Wang Pu don't understand power marketing at all, they can only talk on paper.The control of Houzhou Group suddenly fell into the hands of Executive Deputy General Manager Zhao Kuangyin.Zhao Kuangyin believes that the time for MBO (taking the throne by force) is ripe.He and his younger brother Zhao Kuangyi, marketing planning master and famous economist Zhao Pu and others secretly planned MBO (seizure the throne).

In order to successfully complete MBO (seize the throne), Zhao Kuangyin racked his brains and made a series of meticulous preparations. First of all, Zhao Kuangyin recruited a group of people to spread a kind of public opinion within the Houzhou Group, saying that "the master is less suspicious of the country" and propagating remarks that are not conducive to the third chairman of the board, creating a public opinion for MBO. Secondly, Zhao Kuangyin also hired a large group of economists, astrologers, marketing experts, etc., to smear himself with sacred colors, saying that Zhou De has declined, and that he is a capable person who is in line with angelica and ordered by heaven, and that state-owned assets must not To achieve the goal of maintaining and increasing value, the investment efficiency of state-owned enterprises is bound to be inferior to that of private enterprises. "Retreat from the state and advance from the people" is a historical trend, and further theoretical preparations are made for MBO.

Again, Zhao Kuangyin also took control of the core key departments of the Houzhou Group, established many affiliated companies, and secretly transferred the military and financial resources of the Houzhou Group into his own name.He also used coercion and lure to put Fan Zhi, the general manager of Houzhou Group, and Wang Pu, the deputy general manager, who were hindering his MBO, aside. On the first day of the first lunar month in 960 A.D. (the seventh year of Emperor Gong Xiande of the Later Zhou Dynasty and the first year of Jianlong of Song Taizu), the headquarters of the Houzhou Group was holding an audience ceremony and an annual commendation meeting to celebrate the New Year.Instigated by Zhao Kuangyin and others, people from the two subsidiaries of Zhenzhou and Dingzhou (now Zhengding County and Ding County, Hebei) went to the headquarters in Bianjing to lie about the military situation, saying that the marketing personnel (army) of the Beihan Group and the multinational company Liaoguo Group had joined forces. Going south, seized a lot of market share of Houzhou Group.General Manager (Prime Minister) Fan Zhi and Wang Pu of Houzhou Group did not discern the authenticity of the information, and hurriedly sent Zhao Kuangyin to lead an army to resist the Northern Han and Liao coalition forces and consolidate the market share of Houzhou Group.

On the third day of the first lunar month, Zhao Kuangyin led an army from Bianjing.When the troops arrived at Chenqiaoyi in the northeast suburb of the capital, Zhao Kuangyin ordered the soldiers to rest on the spot.It was late at night, and the soldiers had already fallen asleep, but some generals were discussing an important matter: Zhao Kuangyin must be invited to ascend the throne (to complete MBO)! It was getting bright, and Zhao Kuangyin, who pretended to be drunk, was still sound asleep.At this time, a group of generals rushed into Zhao Kuangyin's sleeping tent, shook him awake, and put him on a chair.Zhao Kuangyin hadn't figured out what was going on, and several people put on him the yellow robe, which had been prepared long ago to represent the emperor's special color of honor.All the generals were still kneeling on the ground, shouting "long live" to Zhao Kuangyin.Facing the general who was kneeling on the ground, Zhao Kuangyin pretended to be furious, and said, "Don't mess around, you can still make fun of the yellow robe?" A general said loudly: "Now the emperor died, the young emperor was young, and the court was weak. The whole army is willing to support and check you as the emperor. If you don't obey, we will become rebellious ministers and deserve to die. Do you have the heart to do this?" As soon as the general's voice fell, the generals inside and outside Zhao Kuangyin's tent Kneeling again, shouting "Long live".

Looking at his kneeling subordinates, Zhao Kuangyin pretended to be helpless. He said: "You are in a difficult situation. Well, I agree to everyone's request. Your Majesty, I have no face to see you!" This is the famous "Chenqiao mutiny" in history. Zhao Kuangyin dressed in a yellow robe at Chenqiao, and after successfully completing the MBO, the chairman, general manager and other officials of the Bianjing Houzhou Group headquarters were still in the dark.In order to quickly ascend to the throne in the capital and quickly consolidate his position as the owner, Zhao Kuangyin sent his younger brother Zhao Kuangyi and chief consultant (Jieduzhang Secretary) Zhao Pu back to Bianjing to contact Zhao Kuangyin's confidant, the deputy director of the board of directors office (the commander in front of the palace) ) Shi Shouxin, (the capital in front of the palace Yuhou) Wang Shenqi, asked Shi and Wang to respond internally.After Shi and Wang received the news, they immediately made preparations.

Before heading to Bianjing, the headquarters of the group, Zhao Kuangyin issued an order to the generals: After arriving in the capital, protect the family of the original chairman (the Queen Mother Zhou and the young master), and do not infringe on the interests of other executives of the group company (court ministers). They are allowed to plunder the state warehouse (now it belongs to me, Zhao Kuangyin, and no one is allowed to tamper with it), and those who execute the order will be rewarded in the future, otherwise they will be severely punished. The soldiers obeyed Zhao Kuangyin's order, the army was in order, and Qiu did not commit any crimes.When Zhao Kuangyin led his troops to Bianjing, he had already been greeted by the insiders, and entered the capital smoothly.At this time, the Houzhou Group's board of directors and management officials knew that Zhao Kuangyin had launched a mutiny to seize the throne and completely MBOed the Houzhou Group.Everyone in the Houzhou Group, from company executives to ordinary employees, turned pale with fright, but no one was able to recover.

Zhao Kuangyin entered Mingde Gate.Soon, the generals came to the main hall surrounded by the general manager of Houzhou Group, Prime Minister Fan Zhi and others.Fan Zhi looked confused.In front of his former colleagues, Zhao Kuangyin pretended to be sad, and sobbed, "I violated the grace of heaven and earth to bring me up to this point (I really don't want MBO, but they insist it's a trend)!" Fan Zhi Before Zhou Group's executives (ministers) had time to talk to Zhao Kuangyin in the future, Luo Yanyu, a restructuring expert (column), yelled at Fan Zhi and others: "We have no master in our generation, and now we must have an emperor. Check Your Excellency is the Son of Heaven that we support (MBO is the common choice of all of us, and the manager’s shareholding is in line with the maximization of social interests)!" All the executives (officials) saw this and had no choice but to kneel down one by one.Zhao Kuangyin said lightly: "Exemption from courtesy, peace of mind. I accept your kindness, respect is worse than obedience."

On the afternoon of the fifth day of the first lunar month, the Chan Dynasty Grand Ceremony was held in Chongyuan Hall.On the Chongyuan Hall, all civil and military officials of the Hou Zhou Group gathered.An official took the imperial edict written in advance in the name of the third chairman Chai Zongxun, announcing that he would abdicate the position of emperor to Zhao Kuangyin and withdraw himself from the position of shareholder.Zhao Kuangyin officially ascended the throne and set his capital in Bianjing. Zhao Kuangyin once served as the envoy of the Songzhou Guide Army Jiedu, so he named the country "Song" and was known as the Song Dynasty Group in history.Zhao Kuangyin was the first chairman. After Zhao Kuangyin successfully completed the MBO and became the owner of the Song Dynasty Group, he has been anxious.He is very worried that history will repeat this scene: if his subordinates with heavy soldiers in their hands follow his example and clamor for MBO, his country will change hands.He thought about it, and finally came up with a brilliant idea: drinking wine to release military power. In 961, Zhao Kuangyin arranged a wine bureau and summoned generals of the imperial army Shi Shouxin, Wang Shenqi and other generals to drink.At the banquet, Zhao Kuangyin acted like a child, moaning and sighing like a lost love.He said: "I became emperor thanks to you. But after becoming emperor, I often suffer from insomnia at night." Shi Shouxin and others hurriedly asked why.Zhao Kuangyin replied: "You are all loyal to me and have no different intentions. What I am worried about is that if some of your subordinates are greedy for wealth and honor, one day they will forcefully add yellow robes to their bodies. You will not be able to be emperor even if you don't want to be emperor." Shi Shouxin and others just said Understand, it turned out that the chairman was worried that they would also ask for MBO in the future, so he asked Zhao Kuangyin to point out a way out in fear.Zhao Kuangyin euphemistically induced them to surrender their military power, go out to guard the feudal towns, buy more fertile land and beautiful houses, and create a permanent family business for their children and grandchildren.You can also raise more singing and dancing girls, and drink for fun every day, so as to spend your life.If this can be done, the monarch and his ministers will not suspect each other, and the upper and lower can live in peace.Shi Shouxin and others were enlightened, and the next day they falsely claimed that they were sick, and demanded that their military power be lifted.Taizu readily agreed and dismissed their group executive positions (military positions). Soon, Zhao Kuangyin dismissed the bosses of the subsidiaries (Jiedushi of the feudal town) in the same way.So far, the power of the entire Song Dynasty Group Company, from the imperial army to the military power of the feudal towns, has been concentrated in the hands of Chairman Zhao Kuangyin.In order to prevent the future situation where the manager empties the owner and the chairman (the monarch is weak and the minister is strong), the chairman Zhao Kuangyin set up several department managers (shenzhizhengshi) under the general manager (the prime minister) to weaken the general manager (the prime minister). ) power, and changed the previous rule that the chairman (emperor) and the general manager (prime minister) jointly discussed the group's major affairs (state affairs), and changed it to the chairman of the board making decisions on everything (the emperor alone approved it), and then let the general manager (prime minister) implement it (Designed to deal with).So far, Lao Zhao has completely completed the reconstruction of the company's power structure. After Zhao Kuangyin completed the MBO, he completely integrated the company's ownership and management rights.From the point of view of Professor Xie Zhihua of Beijing Technology and Business University, this kind of system with the best of both worlds has the shortest decision-making chain and can maximize the system effect, but it has obvious flaws in terms of scale effect and operator ability effect, and he will not be able to Obtain the scale effect brought about by the expansion of scale and the ability effect brought about by the separation of the two rights and the selection of the most capable operator. If the owner has strong ability, the ability effect may be able to play a role, but there is no guarantee that each owner and each chairman has strong personal ability-the emperors in the later Northern Song Dynasty appeared to love prostitute Li Shishi and prefer calligraphy Song Huizong of the Song Dynasty, in the management of the Song Dynasty Group, is simply lackluster.By the time of the Southern Song Dynasty Group, everyone’s aggressiveness had faded surprisingly—the chairman (Song Gaozong, Emperor Zhao Gou, etc.) did not want to make progress, and was willing to settle down, "only using Hangzhou as Bianzhou". And because of the limitations of the scale effect that the combination of the two powers will inevitably bring, the Song Dynasty, whether it is the Northern Song Dynasty or the Southern Song Dynasty Group, its enterprise scale is always small-the release of military power with a glass of wine is mainly to prevent mutiny, but in this way, Soldiers do not know generals, generals do not know soldiers, those who can mobilize troops cannot directly lead troops, and those who can directly lead troops cannot mobilize troops. Although the coup d'etat in the army has been successfully prevented, the combat capability of the troops has been greatly weakened, and the company's operating ability has sharply decreased. It is difficult to quickly defeat some sporadic partnership enterprises internally, and externally, in the wars with multinational companies such as Liao, Jin, and Xixia, they have lost consecutively and paid tribute every year.In the end, it was reduced to being completely merged by another international giant, Yuan Dynasty Company. The history of this company in the Song Dynasty is very strange.In terms of gross profit and cash flow (political stability, economic prosperity), the Song Dynasty Group is far superior to the Qin Han Group, and even compared with the Shengtang Group.However, the continuous operation ability (military strength) of the Song Dynasty group is unsatisfactory. It has been repeatedly defeated by Liao, Xixia, Jin, and Mongolia, which started as self-employed (slave society) and eventually developed into multinational groups. The reason, in fact, all started from Zhao Kuangyin's drinking and releasing military power, and even originated from the "Chenqiao Mutiny". Zhao Kuangyin's personal ability is very outstanding, and he has made great contributions to Houzhou Group, but is there any reason to say, "I have made great contributions to this company, so I want MBO and become the owner of this company!" After he actually completed the MBO, although he achieved a certain amount of profit, there was obviously a problem with his ability to continue operating.By the time of the third and fourth chairman of the board, many problems of the Song Dynasty Group were exposed. Internal relations were not smooth, employees complained, and people who wanted to stand on their own (revolts) kept coming and going. Later, during Song Shenzong's reign, he was forced to invite Wang Anshi's reform.At this time, it was only 110 years since the Chenqiao Mutiny. Is it appropriate for managers to hold shares? Are managers eligible to be MBOs? Should Zhao Kuangyin co-author be the emperor? "What is the son of heaven? He has a strong army and a strong horse!" This is the view that still exists in the minds of many people in the country. ——Do not respect the existing order, do not respect the rights and interests of others.Always emphasize, "he who can get it". I think that many of China's current problems are rooted in this. Lang Xianping said that the reason why there are so many problems in the domestic state-owned enterprises and the domestic stock market is that managers lack "fiduciary responsibility".I thought I was on point.