Core Insights - The article discusses the imbalance of power and information between management and shareholders in modern corporations, highlighting the challenges faced by retail investors in influencing corporate governance [3][4][6]. Group 1: Management vs. Shareholders - Middle management in internet companies often prioritizes hiring to increase their influence and job security, while the costs are borne by the company [1][2]. - Shareholders (top management) fund the business but rely on reports from managers to monitor their performance, creating a disconnect in accountability [2][4]. - The separation of ownership and control leads to managers being more informed about the company's operations than shareholders, which can result in misaligned interests [3][4]. Group 2: Governance Structure - The concept of corporate governance structure is crucial for investors to ensure that management does not misuse funds and returns profits to shareholders [4][6]. - Many investors, including professionals, lack knowledge about corporate governance, which is often categorized under management studies rather than investment studies [5][6]. Group 3: Retail Investor Dilemma - Retail investors face a core dilemma as they lack control over companies due to dispersed ownership, becoming passive capital providers [7][8]. - Managers can act in their own interests even with minimal or no equity ownership, often prioritizing personal benefits over shareholder value [8][9]. Group 4: Cash Flow and Decision-Making - There can be a divergence in interests when companies generate free cash flow, with investors wanting dividends while managers may prefer reinvestment to expand their power [13][15]. - The "free cash flow hypothesis" suggests that excess cash can lead to poor investment decisions by management, as seen in historical cases like the oil crisis [17][18]. Group 5: Dual-Class Share Structures - The rise of dual-class share structures in internet companies has concentrated decision-making power among founders and management, often at the expense of shareholder rights [22][23]. - Companies like Snap have issued shares with no voting rights for public investors, limiting their influence over corporate decisions [23][24]. Group 6: Case Studies - Examples like Bilibili and WeWork illustrate how management can prioritize personal gain over shareholder returns, leading to significant losses for investors [27][29]. - The performance of companies with dual-class structures has been poor, with many unable to recover their historical highs, while companies like NetEase and Ctrip, which do not have such structures, have fared better [35][36]. Group 7: Investor Strategies - Investors need to focus on corporate governance and the distribution of power within companies to ensure their interests are protected [42][43]. - Strategies such as avoiding companies with complex governance structures and recognizing the importance of shareholder rights can lead to better investment outcomes [42][45].