上市公司控股权并购

Search documents
Goheal:上市公司控股权并购如何用一纸激励计划,把员工变成“沉没成本”?
Sou Hu Cai Jing· 2025-05-23 07:52
Core Viewpoint - The article discusses the manipulation of incentive plans during mergers and acquisitions, highlighting how these plans can serve as tools for controlling employees rather than genuinely motivating them [1][13]. Group 1: Incentive Plans as Control Mechanisms - Incentive plans are increasingly used by acquiring companies as a "safety net" and a means to transfer risks in the context of mergers and acquisitions [1][3]. - The announcement of new equity incentive plans often appears to prioritize employee interests but actually serves to bind employees to the new shareholders, limiting their options [3][4]. - Employees who sign these plans effectively lose their ability to exit without forfeiting their options, creating a "sunk cost" situation where they feel compelled to stay [4][6]. Group 2: Psychological and Structural Implications - The design of these incentive plans often includes deferred exercise and performance triggers, which further entrench employees in the merger process [5][7]. - The complexity of the incentive structures creates barriers to understanding, making it difficult for employees to navigate their true value and risks [7][8]. - In some cases, employee stock ownership plans are restructured to enhance governance stability while increasing the acquisition costs for buyers, thus serving as a bargaining chip [8][9]. Group 3: Positive Examples of Incentive Plans - There are instances where well-structured incentive plans can genuinely motivate employees and facilitate cultural integration post-acquisition [10][11]. - Successful cases involve flexible and low-threshold options that cover a significant portion of employees, promoting collaboration and cultural integration rather than merely focusing on profit metrics [10][12]. - Such positive incentive structures transform employees into stakeholders in cultural reconstruction, enhancing organizational dynamics [12].