The "Company Law" has been promulgated for more than ten years, and it has been almost three years since the second revision. However, the joint-stock system is an imported product after all, so I find that many people still do not know what the joint-stock system is and what it should be. foundation, what are the problems.Therefore, I deliberately sort out the speeches on this aspect in the past few years, and tell you the secrets of the company. In order to get to the bottom of the matter and let everyone understand the ins and outs of the joint-stock system, I will start with the origin of the joint-stock system.You may think that the origin does not seem to matter, but do you really understand why there was a joint-stock system in the first place?Is it really because the joint-stock system is so good that European and American countries implement the joint-stock system?The characteristic of our nation is that we like to look at superficial phenomena, thinking that the joint-stock system that has appeared in Europe and the United States is a very great thing, but how do you know that the source of this system is because there is no way or a last resort, not because it is good at all.

Why is there no way for the joint-stock system?Because the earliest "joint-stock pilot enterprises" originated in the 4th century AD.By the middle of the 4th century, the Church of England owned almost 58% of the land in the country.But at that time, the clergy of the church were not allowed to run businesses, and more seriously, priests could not marry, so they had no legal heirs.Since no heir could be found, the church at that time was forced to hire a professional manager. That's why management and ownership are separated, not because there is any mystery about the separation of management and ownership.

So why implement the "limited liability system"?Now anyone who has a little idea of ​​the company will regard the limited liability system as a sacrosanct system, and every company must implement this system, but how much do you really know?Think about the situation at that time, in a society with theocracy, professional managers were helping the church to run the business, what if the borrowed money was not paid out?Do you believe it is possible for creditors to go to church and make a scene.But did the theocratic society of the time allow them to do so?If you really go to church and make a big noise, in case God is alarmed, then what will happen.So when I borrowed money, I made it clear that if the borrowed money is not paid back, let’s stop here. At the end of this point, you must not make any more troubles. If you continue to make troubles, neither of you will be happy. This is the origin of the limited liability system.Readers should understand it too.

So why is it said that "fiduciary responsibility" is the soul of the joint-stock system?The church at that time was the center of theocracy, and these professional managers had a fiduciary responsibility to God in their hearts, so the fiduciary responsibility was formed in religion.Now that they have become professional managers of this church company, they will do their best to do a good job of the company according to God's entrustment.This kind of fiduciary responsibility based on conscience was the only reason why the shareholding system survived at that time.That is to say, if the shareholding system can be implemented, we must have a conscience, and we must do things for the church wholeheartedly, because this is God's enterprise.In other words, the basis for the success of the joint-stock system is fiduciary responsibility, which is absent in Chinese society.For example, in the big discussion on the reform of state-owned enterprises initiated in 2004, what I criticized was that the bosses of state-owned enterprises lacked fiduciary responsibilities to our country, the nation, and the people—because these bosses believed that state-owned enterprises were not their own, so they could not do business. OK, how to do it well?I just want to take it back through the MBO method.At that time, I used the nanny theory to illustrate this absurd history-the so-called nanny theory is that we invite a nanny to clean up the house. After cleaning, the house becomes the nanny's. Enterprise reform.

Readers should understand why the joint-stock system operates relatively successfully in European and American countries, because it has a basis of fiduciary responsibility, but the joint-stock system has been deceived in China because it lacks the basis of fiduciary responsibility. But why is it necessary to have a joint-stock system without severe punishment and severe laws?Isn't it good for everyone to make money together?In fact, this question is asked because people do not understand the painful lessons of history.After hundreds of years of operation, the shareholding system has been too successful and accumulated a lot of wealth. As a result, professional managers, people and churches have all started to corrupt, and fiduciary responsibilities have gradually disappeared.By the end of the 17th and 18th centuries, there were three very serious financial crises in Europe, and the stock market completely collapsed.In the absence of fiduciary responsibility at that time, many joint stock companies made fakes, conducted insider trading, manipulated stock prices, and used money borrowed from banks to speculate in stocks. For 100 years; France banned the word "bank" for 150 years.Because once this society loses the trust responsibility based on conscience, the joint stock company will definitely become one of the most effective tools for exploiting the common people and stockholders.From the 17th century until the beginning of the 20th century, the limited company gradually declined.

After 1932, the United States found the only way to save the market from collapsing—stern laws, which is why joint stock companies in Europe and the United States became active again in the early 20th century.At that time, in order to save the limited company, the U.S. government adopted severe punishment laws so that people would not dare to have no conscience and no fiduciary responsibility, so the limited company was able to survive again.My readers, does our country have a tradition of fiduciary responsibility?Are there harsh laws to protect fiduciary duty?None, this is the real reason why my country's stock market exploits small and medium shareholders.

After understanding the origin of the shareholding system and realizing the importance of establishing fiduciary responsibilities, the second level of question is: as a professional manager, how to operate the company to be truly responsible to shareholders and create value for shareholders?This is the essence of the industry. I hope that all professional managers will start to think about what is the sufficient condition for the success of an enterprise.Many people think about the necessary conditions for business success in their lives, including capital, technology, talents, etc., but I suggest that everyone think deeply about what is the sufficient condition for business success-this sufficient condition is the "essence of the industry".For this part of the specific cases, you can read the series of books I wrote entitled "Essence". Here I have selected the three core issues to help you understand the sufficient conditions for the successful operation of the company, which are the external industries Essence - brand advertising and the inherent nature of the industry - the industrial chain.

First of all, I would like to ask readers a question, what do you think the purpose of brand advertising is?You think for 1 second.Well, I figured out the answer, but there is no need to ask, everyone is wrong.Because what you think must be: the purpose of advertising is to increase the popularity of products or companies.Readers, do you know that Nike sports shoes are manufactured in Dongguan. In 2005, Dongguan produced 5% of Nike sports shoes. Recently, 17% of Nike sports shoes were manufactured in Dongguan factories, so Nike does not produce at all. It only does design and most importantly, advertising.Think about it, everyone, why do you buy Nike sneakers?Is it because it looks good and functions well?Wrong, although all the appearance and function designs are done by Nike, they are all produced by Chinese manufacturing companies such as Yue Yuen Industry. It can produce sports shoes with exactly the same appearance and function as Nike, but you will Buy Nike shoes instead of Yue Yuen sneakers.If you buy Nike sneakers today and you value its form or function, then I can tell you that you may not know yourself very well.The reason why you buy Nike sneakers is because you agree with its advertising that is based on sportsmanship rather than popularity.

To give readers another example, in the highly competitive daily chemical industry in China, Procter & Gamble has always occupied the dominant position in the industry.As the largest consumer goods company in China, what is the essence of Procter & Gamble's product advertising?Procter & Gamble has four major categories of products: the first category of cosmetics; the second category of shampoo; the third category of dental bone; the fourth category of washing powder.Think about it, everyone, among its four major categories of products, what do you feel the most in need of, and what is the most relevant to you personally?The first is cosmetics, the second is shampoo, the third is dental bone, and the last is washing powder.In the entire advertising strategy of P&G, the closer to the direction of cosmetics, the more need for feeling, the closer to the direction of washing powder, the more need for the coordination of function and price, this is the essence of the advertising industry.In order to strengthen the reader's impression, I analyzed the nature of the mobile phone industry.

In order to effectively explain the problem of the intrinsic nature of the industrial chain, I provide readers with a real data to illustrate.The cost of Barbie dolls produced in Chinese factories is only 0.35 yuan, but the retail price at Wal-Mart is 8.99 yuan.Readers, please think about it, how was 8.99 yuan minus 0.35 yuan created?It is created by the six major links of product design, raw material procurement, order processing, warehousing and transportation, wholesale operation, and terminal retail, so I use 6+1 to represent the entire industrial chain, of which 1 is manufacturing and 6 is from product 6 links from design to terminal retail.In the entire industrial chain of products, the manufacturing industry is the least capable of creating value. Our manufacturing industry is basically exploiting labor, wasting resources, destroying the environment, and profiting foreigners.Therefore, in the division of labor in the global industrial chain, Chinese enterprises are basically in the manufacturing sector with the lowest value. In other words, the entire industrial chain of Chinese enterprises is at a competitive disadvantage.The reason is that we only master the least important part of the entire industrial chain - processing and manufacturing.

Under the competition of the entire industrial chain, labor costs become irrelevant.Taking Barbie dolls as an example, labor costs account for only 2.5% of the entire 8.99 yuan industrial chain.Therefore, any strategic thinking to take advantage of cheap labor and go abroad will fail.For example, both TCL and BenQ hope to use China's cheap labor force to cooperate with foreign brands and technologies to go global. Think about it, can they go global?The result was a complete failure.Why?Because under the competition of the industrial chain, China's cheap labor has no advantage.Let me give you another example. Readers may say that TCL or BenQ are still high-tech in a certain sense, so labor costs may not be important.Let's talk about the real labor-intensive industry - the garment industry.I predicted two years ago that as soon as Spain's ZARA and Sweden's H&M enter, they will surely sweep the Chinese market.Now, ZARA has not only swept the United States and Japan, but also entered Hong Kong, Beijing, Shanghai and Guangzhou in China. Do you know that 80% of its products are produced in Europe, because labor costs are not important, so what? is it important?That is to significantly reduce costs through the efficient integration of the industrial chain. On the one hand, we are gratified by the title of a manufacturing power, but on the other hand, we only master the manufacturing industry. The final result is that our international competitiveness is gradually declining.Coupled with the rise of interest rates and exchange rates and the inappropriate introduction of the labor contract law, the investment and business environment faced by my country's manufacturing industry has gradually deteriorated. As a result, entrepreneurs have gradually lost their investment interest and formed "virtual funds" that should be used for investment. "Funds" went to speculate in real estate and stocks. The question I discussed earlier is actually telling professional managers what to do to become a good professional manager.Next, I will turn to the shareholders and creditors and talk about the secrets of the company.First of all, I will talk about corporate governance from a historical perspective, and then I will talk about the historical background of modern corporate governance.The most important thing is that corporate governance must have a solid foundation in five aspects, so that the shareholding system can work well, so that shareholders and creditors can realize the maximization and persistence of the benefits brought by their ownership through the shareholding system. These five foundations are: the introduction of the concept of fairness in the common law, fiduciary responsibility, harsh punishments to ensure fairness, strict punishments to ensure the implementation of fiduciary responsibility, and a socialist-style democratic system.It should be said that Burleigh and Means in the United States pioneered modern corporate governance, and the incentive contract theory provided a very clear framework for us to understand the relationship between shareholders and professional managers. Specifically, these issues appear to be particularly important for shareholders and corporate stakeholders.First of all, major shareholders should be clear about the role they actually play and the role they should play in corporate governance; secondly, although creditors are not shareholders of the company, the company's operating performance will directly affect their relevant interests, so shareholders need to participate Corporate governance, to what extent, and even in what way, are important issues related to their interests.Under this framework, the relationship between shareholders and creditors is particularly interesting. Specifically, you should understand whether the US Bankruptcy Code can protect shareholders and creditors, as well as the relationship between US creditors and shareholders. Enmity, because the same problem also widely exists in China's corporate governance practice. In addition to the systematic analysis of American experience, through the analysis of German and Japanese banks, the role of creditors in corporate governance is worthy of reference in the reform process of the Chinese banking industry.More importantly, by understanding the exploitation of banks by Asian families and the infringement of public interests, we should think about what kind of norms Chinese private companies and even listed companies need. Further, is it possible for MBO to take root in Asia?How do we establish a set of corporate governance mechanisms that effectively protect creditors?You must know that the largest creditors in Chinese society are state-owned banks, so the corporate governance mechanism that effectively protects creditors is an important means to effectively prevent the loss of state-owned assets.Finally, I talked with you about how to implement supervision.At the same time, at the request of readers, I also take this opportunity to talk about my academic career.