双语新闻：阿里巴巴管理架构可能对公共投资者不利

2014-09-25 14:13:50来源：可可英语

　　Lucian Bebchuk is professor of law, economics andfinance and director of the program on corporategovernance at Harvard law School.

　　卢西恩·别布丘克(Lucian Bebchuk)是法学、经济学和金融学教授，也是哈佛大学法学院(Harvard Law School)公司治理项目的主管。

　　Wall Street is eagerly watching what is expected to be one of the largest initial public offeringin history: the offering of the Chinese Internet retailer Alibaba at the end of this week.Investors have been described by the media as “salivating” and “flooding underwriters withorders.” It is important for investors, however, to keep their eyes open to the seriousgovernance risks accompanying an Alibaba investment.

　　华尔街正热切关注着中国互联网零售商阿里巴巴集团本周末的首次公开募股(IPO)，预计它将成为有史以来规模最大的IPO之一。媒体报道称，投资者“垂涎”于这次IPO，“承销商已被订单淹没”。不过，投资者却有必要注意到，投资阿里巴巴时面临严重的公司治理风险。

　　Several factors combine to create such risks. For one, insiders have a permanent lock oncontrol of the company but hold only a small minority of the equity capital. Then, there aremany ways to divert value to affiliated entities, but there are weak mechanisms to preventthis. Consequently, public investors should worry that, over time, a significant amount of thevalue created by Alibaba would not be shared with them.

　　这些风险源于多重因素。首先，内部人士虽然只拥有少数股权，但却对公司拥有永久的控制权。其次，阿里巴巴可以有许多办法把价值转移给相关实体，而阻止它这么做的机制却十分脆弱。因此，公众投资者应该担心的是，未来阿里巴巴创造的价值中，将有相当大一部分不会拿出来与他们分享。

　　In Alibaba, control is going to be locked forever in the hands of a group of insiders known asthe Alibaba Partnership. These are all managers in the Alibaba Group or related companies.The Partnership will have the exclusive right to nominate candidates for a majority of theboard seats. Furthermore, if the Partnership fails to obtain shareholder approval for itscandidates, it will be entitled “in its sole discretion and without the need for any additionalshareholder approval” to appoint directors unilaterally, thus ensuring that its chosen directorsalways have a majority of board seats. Many public companies around the world, especially inemerging economies, have a large shareholder with a lock on control. Such controllingshareholders, however, often own a substantial portion of the equity capital that providesthem with beneficial incentives. In the case of Alibaba, investors need to worry about therelatively small stake held by the members of the controlling Alibaba Partnership.

本文关键字: 阿里巴巴对公共投资者不利