After everyone sat down, Liu Yangfan went directly to the topic.
His assistant took out several contracts and handed them to Yi Xiaohai, Zi Muyu, and Fang Miao.
"Mr. Yi, what you have in hand is the first draft of the contract. Because the signing will be signed in the afternoon, time is tight. If you think there is anything that needs to be modified, tell me now. I will communicate with the other party's legal affairs and then modify it"
Yi Xiaohai looked at the thick pile in front of him. It was more like a book than a contract.
The terms of the contract alone are more than 20 pages long, and the appendix alone contains more than 30 pages of asset evaluation of Morgan Stanley by the appraisal agency.
?A contract totals hundreds of pages.
This is only the Chinese version of the contract. When the contract was signed, there were two versions in Chinese and English. It totaled two hundred pages. Thinking about it makes people go numb.
"Lawyer Liu, there is so much content, it is impossible for me to read every one of them. You can just pick the key points and tell me"
Generally speaking, this kind of contract is selectively explained to the client by the lawyer.
"But this was Liu Yangfan's first time cooperating with Yi Xiaohai. Liu Yangfan didn't know whether Yi Xiaohai trusted him, so he didn't take the initiative to mention it.
Now that Yi Xiaohai takes the initiative to speak, it will be much easier to handle.
¡°The terms of the contract are relatively trivial, so we¡¯ll leave them at the end. You should first look at some important authorization documents, starting from the first page of the attachment¡¡±
¡°¡The first is a letter of consent from Morgan Stanley agreeing to transfer the equity, then a resolution from the shareholders meeting of Morgan Stanley unanimously agreeing to transfer the equity, followed by a letter of consent from six shareholders agreeing to transfer the equity, as well as the information and legal documents of the equity transfer ¡¡±
The authorization document is the most important part of the contract, because without these authorizations, the contract will not be established at all.
¡°¡The equity structure of Morgan Stanley is relatively clear. There are 36 shareholders in total, including 16 board members, all of whom are individual shareholders. You can see the specific names and shareholding ratios, but the personnel will change after you join¡¡±
Yi Xiaohai¡¯s shares come from six shareholders, two of whom are non-board members. They sold their shares and exited Morgan Stanley.
There are two other people who have become shareholders from board members because they sold their shares.
In other words, the appearance of Yi Xiaohai has made the board of directors one less person.
¡°¡ Morgan Stanley has no debt status, and its tax payment records are on pages 76 to 83. There are no problems with these. The biggest problem now is the valuation of Morgan Stanley¡¡±
Liu Yangfan took out two other documents and handed them to Yi Xiaohai.
"We entrusted the American Standard & Poor's Company to conduct an asset appraisal of Morgan Stanley. The valuation was US$65.1 billion. However, Morgan Stanley's own valuation was as high as US$88.3 billion. The dispute between the two parties was relatively large, so we re-entrusted two other companies. Two appraisal companies gave valuations of US$65 billion and US$652 respectively"
Yi Xiaohai opened the two documents and took a look.
The report said that the error of the valuation is within 0.5%, so the data of the three companies are still very accurate.
It seems that there should be a problem with Morgan Stanley's valuation.
¡°Why is there such a big difference in Morgan Stanley¡¯s valuation?¡±
Although he knew that Morgan Stanley would not intentionally raise the valuation, Yi Xiaohai still had to pay attention.
Because how much Morgan Stanley is worth directly affects how much money Yi Xiaohai needs to pay. For an extra $20 billion, he will have to pay an extra $500 million
"The main difference lies in Morgan Stanley's net profit in the second quarter"
" Morgan Stanley's net profit in the first quarter was US$1.2 billion. Based on Morgan Stanley's existing investment projects, Standard & Poor's speculated that the net profit in the second quarter should increase by 30%. However, Morgan Stanley believes that in the second quarter, Morgan Stanley's net profit will increase by 30%. Net profit in the second quarter increased 20 times"
Yi Xiaohai couldn't help but wonder if Damo had taken him for granted.
But this idea should not be established.
Damo asked him to cooperate for Huaxia's huge market and his connections. It would not do them any good to offend themselves like this.
"Did they say the reason"
"The explanation given by the other party is that in early May, they had an investment with a profit of more than 20 billion. However, it is not convenient to disclose the details of this investment for the time being, and we cannot verify it, so we cannot approve it"
Yi Xiaohai slapped his forehead and was speechless for a while.
In early May, Hantang and Morgan Stanley cooperated to attack Hongsheng and achieved a great victory. Morgan Stanley's own capital profit reached more than 20 billion US dollars.
The extra valuation should be due to this reason.
Because they are like thisIt is not convenient to disclose investment cases to the outside world, so few people know about it
Yi Xiaohai did not expect that because of his appearance, Morgan Stanley's valuation would become so high.
I remember when he was reborn, Morgan Stanley¡¯s market value was only about US$70 billion.
But now the valuation has reached 88.3 billion U.S. dollars. After a few years of listing, the market value will move toward 120 billion U.S. dollars
The cause you sow must bear its consequences, and you must pay for the extra money with tears in your eyes.
"Just follow Morgan Stanley's valuation"
Liu Yangfan didn¡¯t understand why Yi Xiaohai agreed so readily, but this was not something he could interfere with. He only needed to do his part.
"If based on the valuation of 88.3 billion, 2.5% of the shares are worth 2.275 billion, and this price requires a premium of 5%, which is 2.31787 billion"
Morgan Stanley collected 2.5% of its shares from other shareholders. Without a premium, no one would be willing to give up their shares.
"Just take it at this price"
The price of 2.3 billion is still relatively high, but compared to the larger shares, it is still a great value.
"The quantity and price of the equity transfer have been determined, and what remains is the time and method of payment, which is also related to the delivery time of the equity"
"Payment will be made within one week after signing the contract"
Hearing Yi Xiaohai¡¯s answer, Liu Yangfan was very surprised: ¡°Pay it all in one lump sum?¡±
For large transactions, it usually takes a long time from the signing of the contract to the official delivery of payment. There are not many people like Yi Xiaohai who can pay it all at once within a week.
¡°Pay it all in one lump sum and pay from JP Morgan¡±
Yi Xiaohai didn¡¯t want to pay it all in one lump sum, but for his grandfather¡¯s sake, he still had to pay early.
If he doesn¡¯t pay, the shares will not be officially delivered, and he cannot be regarded as a director of Morgan Stanley, so it will be inconvenient to go to the United States.
"One more thing, Morgan Stanley's articles of association have restrictive provisions on equity transfers. If you want to sell your shares, you must give priority to existing Morgan Stanley shareholders, and the price cannot be higher than 100% of the purchase price. 5 out of 5¡¡±
¡°If no shareholder within Morgan Stanley is willing to take over, you will have the right to transfer the shares to another person, and this person must obtain the approval of the board of directors, and he cannot inherit your seat on the board of directors and can only be an ordinary shareholder ¡¡±
Morgan Stanley¡¯s control over the board of directors is very strict.
If shares can be bought and sold at will, shareholders and directors will also change frequently, which is detrimental to the development of the company.
These restrictive regulations not only ensure the stability of Morgan Stanley's board of directors, but also prevent anyone from wanting to acquire Morgan Stanley and control the board of directors.
The regulations are for all shareholders of Morgan Stanley, not for Yi Xiaohai. He has no objections. (Remember the website address: www.hlnovel.com