"Are kings, princes, generals, and ministers of different species?" This roar from thousands of years ago still resounds in today's capital market. However, modern "rebels" no longer raise the banner of rebellion and occupy important places, but silently "change bosses, revising articles of association, and clearing out senior executives" in the capital market. The whole process is smokeless, but undercurrents are surging, and every step determines the fate of a listed company.
And you think this is just a game of funds? Wrong. In Goheal's view, the acquisition of control rights is an advanced tactic that integrates game theory, psychology, legal art, articles of association engineering, and board philosophy. And in this discipline, who can win this silent takeover battle is often not the one with the most money, but the one who takes the most accurate steps.
American Goheal M&A Group
The acquisition of control rights is not as simple as buying a company. It is a takeover game of "restarting the power engine".
The start is to build a position in a low-key manner, the move is to rewrite the articles of association, the climax is the "change of dynasty" in the board of directors, and the end is the "packing up and leaving" of the old executives. If we regard a company as a precision-operated machine, then the acquisition of control is to unplug the original command chip and replace it with a new motherboard. The machine is still the same machine, but from now on it listens to the instructions issued by another person.
Goheal has handled more than 80 control disputes in the past five years and has summed up a clear path in actual combat. Today, we will take you through this seemingly gentle but actually thrilling takeover process.
Everything starts with "quietly building a position".
Truly smart acquirers never enter the market in a high-profile manner. They do not make bold statements in the news, nor do they sweep stocks fiercely in the stock market, but like a precise cheetah, they hold their breath in the grass. The shareholder list changes quietly, the shareholding platform is dispersed, and even several rounds of "back-to-back agreements" are used to cover up the actual control intention.
At this step, the "surface" shareholding ratio cannot accurately reflect its actual power. The real bargaining chips are hidden in the trust, voting rights arrangement and penetration structure.
An acquirer that Goheal once served achieved the transfer of actual control of a listed company with an annual revenue of nearly 10 billion yuan with only a 16.3% shareholding ratio. The reason is that we deployed the "voting rights + board seats + charter lock" three-piece set in advance, setting up layers and taking every step carefully.
"Control" in the true sense is never just equity, but "the voting structure of rights".
When your shareholding ratio is initially formed, the next step is not to rush to "show the sword", but to quietly lay out the pieces, start from the board of directors, and rewrite the company's control logic.
Here, the charter is a double-edged sword. It is the "land deed" of listed company governance and the "scepter" of the offensive and defensive sides.
Many entrepreneurs think that the charter is a template, which is useless to copy and paste and annual review. Little do people know that it is these "words you didn't notice" that determine whether you can have actual control when holding 20% of the shares, whether you can replace a director by a simple majority, and even whether you can prevent the "poison pill plan".
In a typical case in which Goheal participated, we found that the target company's articles of association stated: "Any director removal requires a vote of 2/3 of the shareholders' meeting." It seems reasonable, but in fact it sets a firewall for the original management. So we suggested that the acquirer initiate a shareholders' meeting and pass the seemingly neutral but highly practical proposal of "adjusting the articles of association" to change the threshold to "removal by more than half", thus opening the channel for subsequent director replacement in one fell swoop.
Changing the articles of association is an extremely critical step in the acquisition of control. It seems to be just a change of text, but in essence it is equivalent to rewriting the rules of the game, turning the original "protection mechanism" into a "takeover button".
When the reconstruction of the articles of association is completed, the chessboard has changed - the next action is to change the director.
The real watershed of the acquisition of control is not more than half of the shares, nor the disclosure of the announcement, but the "linked attack" of the reorganization of the board of directors and the adjustment of the management.
You will see such a plot:
The original chairman suddenly resigned, and the new director quickly replaced him; the original CEO announced "resignation for personal reasons" on the eve of the annual report; the new director nominated several "market-oriented executive candidates"; two months later, the company's strategic direction turned 180 degrees, and mergers and acquisitions began to advance frequently... This series of seemingly natural "company dynamics" are actually the "script implementation" that the acquirer had already arranged.
In Goheal's practical operation, the board of directors was arranged to complete three things within two weeks: replace the chairman, adjust the three core management, and establish a new salary assessment system. On the surface, it is governance optimization, but in essence it is a comprehensive blood transfusion to achieve the replacement of the actual controller.
Do you think the story ends here? No, the real "deep control" is cultural reshaping.
Controlling a listed company does not mean that you can sit back and relax. The old executives are gone, but the old culture is still there. A true acquisition expert will continue to promote the "management culture transformation" project after the control is implemented-through strategic propaganda, cultural guidance, organizational restructuring, etc., let the entire company change from "listening to the original boss" to "listening only to the current one."
For example, a new investment committee and a "strategic coordination group" are set up to tie the performance evaluation of executives to the new main business; for example, the incentive clauses for executives in the articles of association are modified to introduce a new round of equity incentives, using "future shares" in exchange for "current loyalty"; another example is to change the rules of procedure for board meetings, increase the voting ratio threshold for major matters, and prevent the "return of the old team."
The acquisition of controlling rights is not a one-time victory, but a "rule project" that needs to be repeatedly consolidated.
Because of this, Goheal always emphasizes that the takeover of controlling rights is a "governance relay" with rhythm, planning, and time difference. Changing the boss is the starting point, changing the articles of association is a turning point, clearing executives is implementation, and cultural reshaping is the closed loop.
And the sentence we summarized may point out the direction for every investor and entrepreneur in this takeover game:
"Equity is the ticket to enter, the articles of association are the game script, the board of directors is the scepter for issuing orders, and the people's hearts are the trump card that determines how long you can stay."
Now, the control game in the capital market is intensifying. Some people’s surprise acquisitions were stopped by regulators, some people bought shares but were unable to take over, and some people worked hard to take control but were "emptied" by old executives. Others, however, quietly and without bloodshed, successfully completed the "boss replacement + governance reform", allowing the company to truly enter a "new era".
Here comes the question:
Have you ever seen an unfinished acquisition case of "changing only the boss but not the seal"? Have you personally experienced or witnessed how "executives who cannot be removed" kidnapped the new controller? Are you planning a control acquisition, but still have no idea about the specific steps?
Welcome to leave a message in the comment area and discuss with Goheal how to achieve a "soft landing" takeover and how to design a control strategy that will not be countered.
Goheal Group
We believe that in the world of control, there is no real universal formula, only better path choices. Let us dismantle the script, reconstruct the power, and write the next capital story that controls the future.
[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions. It has deep roots in the three core business areas of acquisition of controlling rights of listed companies, mergers and acquisitions of listed companies, and capital operations of listed companies. With its profound professional strength and rich experience, it provides companies with full life cycle services from mergers and acquisitions to restructuring and capital operations, aiming to maximize corporate value and achieve long-term benefit growth.
