上海交通大学：《外国法专题（比较公司法）》课程教学资料（学生展示）CMS Structure

CMS Structure KoGuan Law School Zhou Renjie se

1.Definition of CMS Controlling-Minority Structure (CMS) Dispersed Ownership (DO) Controlled Structure (CS)

Controlling-Minority Structure (CMS) Dispersed Ownership (DO) Controlled Structure (CS)

1.Definition of CMS DO CMS cs Combine the incentive problems associated with both the CS and DO in a single ownership structure?

DO CMS CS Combine the incentive problems associated with both the CS and DO in a single ownership structure?

1.Definition of CMS Agency Cost Cash Flow

Agency Cost Cash Flow

ll.Three CMS Forms Dual Class Equity Structure Separation of Control Stock Pyramids from Cash Flow Right Cross-ownership Structures

Separation of Control from Cash Flow Right Dual Class Equity Structure Stock Pyramids Cross-ownership Structures

ll.Three CMS Forms A.Dual Class Equity Structure 1.Structure Other Shareholders' Controller's Share Share More voting ·Less voting rights rights

Controller’s Share • More voting rights Other Shareholders’ Share • Less voting rights

ll.Three CMS Forms A.Dual Class Equity Structure 2.Incidence Not the most common CMS structure Common in Sweden and South Africa Reason Corporate Law Restrictions Partly

Not the most common CMS structure Reason Corporate Law Restrictions Partly Common in Sweden and South Africa

ll.Three CMS Forms B.Stock Pyramids 1.Structure Controlling Control Shareholder Company A Company Control A Company B 0。p0●p Company Company in N CMS Form

Controlling Shareholder Company A Control Company A Control Company B Company N Company in CMS Form ……

ll.Three CMS Forms B.Stock Pyramids 1.Structure Controlling Shareholder Company A Cash Flow Rights In Company N Company N

Controlling Shareholder Company A ………… Company N

ll.Three CMS Forms B.Stock Pyramids 2.Incidence the most common CMS structure Quite common in Asian companies

the most common CMS structure Quite common in Asian companies