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(1) David Ramil and Michelle Cortez with Dandan Li, A Leadership Crisis with No Plan B.
https://www.bloomberg.com/news/a ... e-investors-in-dark
Quote:
"Richard Liu [online version uses Liu Qiangdong], the billionaire founder of JD.com Inc, has spent years trying to raise his profile outside China. He's hobnobbed at Davos and in Aspen, spoken at the World Retail Congress in Madrid, and , and had exhibits in a New York gallery stuffed with JD-branded swag. Now, Liu is finally getting some international attention -- but not the good kind.
"On Sept 4, Minnesota police reported they'd arrested Liu the previous night * * * His lawyers say no charges will be filed, but the police haven't closed the case. And given his extraordinary control over JD, China's No 2 online retailer after Alibaba Group Holding Ltd, his problems are very much those of his employees, customers, and shareholders, too.
"JD, which has a market value of about $38 billion and is incorporated in the tax-averse Cayman Islands, us a variable interest entity (VIE), an arcane corporate that's surprisingly common among Chinese internet companies. This means, among other things, that Liu and a handful of key employees technically control sensitive assets such as operating licenses and core technologies. JD, the listed entity, signs contracts with Liu and others for the right to glean profits and dividends from the business. The company's dual-share stock structure also means that Liu's 15.5 percent equity stake represents 79.5 percent of voting shares. And in a move that's rare even among peer companies, JD's bylaws state that its board can't achieve a forum without Liu present, even if he's been arrested or kidnapped.
"JD declined to comment for this story, instead sending a link to a blog post about the investigation, which it referred to as 'the situation in Minnesota.' The post said the company would 'vigorously' defend itself in any class action lawsuits. * * * 'We are aware that a few class-action law firms have publicly announced a desire to represent shareholders.' Shareholders in the US, where the company's Nasdaq[traded stock has fallen 38 percent from a January high, may find it difficult to sue. 'VIE structures are relatively loose in terms of shareholder rights,' says Frank Bi 亞司特律師事務所 畢然, a partner at the law firm Ashurst LLP ['a multinational law firm headquartered in London': en.wikipedia.org; LLP = limited liability partnership] in Hong Kong.
"Something investors have already found: JD is no paragon of corporate governance. It hasn't convened an annual shareholder meeting since going public in 2014, according to investment research firm MSCI ESG Research LLC, which ranked the company in the bottom five for corporate governance in a survey of companies in the MSCI China Index.
"Even at the highest levels of JD, there's uncertainty over what would happen to the its leadership if Liu had to serve jail time abroad, according to a person familiar with its operations.
Note:
(a) summary underneath the title in print: China's JD.com, the runner-up to Alibaba, basically can't function without its founder
(b)
(i) In print, the summary in table of content is: At JD/com, the ship may go down with the captain
(ii) The online title: JD.Com Founder's Iron Grip, Legal Woes Leave Investors in Dark
(iii) The print is substantially revised from the online version.
(iv) The quotations above are from the print.
(c) Quotation 1: "had exhibits in a New York gallery stuffed with JD-branded swag"
The online counterpart says, "In New York, a gallery in the city's Guggenheim Museum showed off a film and multimedia installation by the Chinese artist CAO Fei 曹斐 [female], featuring an assortment of JD-branded paraphernalia including a tricycle, uniforms and shipping labels."
(d) John Christy, The History of Morgan Stanley Capital International. The Balance, updated on June 18, 2018
https://www.thebalance.com/histo ... tional-msci-1979067
("While Morgan Stanley is a majority shareholder of MSCI, they are actually separate companies. Morgan Stanley itself has nothing to do with the construction or maintenance of the MSCI indices. * * * CI stands for Capital International. This company was a unit of the Los Angeles-based investment management firm Capital Group. In the late 1960s, Capital International created a series of stock market indices that tracked international markets [ie, developing countries, because stock exchanges of developed countries had had their indices already]. In 1986, Morgan Stanley bought the marketing rights to Capital International's data and Morgan Stanley Capital International, or MSCI was born")
(i) A public company traded at New York Stock Exchange (NYSE) MSCI is based at 7 World Trade Center, Manhattan.
(ii) MSCI has an ESG index, which stands for "environmental, social and governance."
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发表于 9-18-2018 14:13:59
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