您现在的位置: 纽约时报中英文网 >> 纽约时报中英文版 >> 商业 >> 正文


更新时间:2017-11-8 11:39:04 来源:纽约时报中文网 作者:佚名

Sina Doubles Down to Ward Off Activists After Proxy Fight

Sina, the Chinese internet company, won a proxy fight against an American hedge fund last week. On Tuesday, it doubled down to avoid further challenges from activist investors.


Just days after winning the proxy fight, the New-York listed Chinese company changed its shareholder structure, effectively giving majority control to Charles Chao, its chairman and chief executive.


Sina — which controls Weibo, one of China’s biggest social networks — had faced a shareholder vote forced by Aristeia Capital, a hedge fund based in Greenwich, Conn. Aristeia had pushed for changes in Sina’s business to direct more money to shareholders, and nominated two new members for the company’s board.

作为中国最大社交网络之一微博的控制者,新浪曾面临总部设在美国康涅狄格州格林尼治的对冲基金Aristeia Capital强迫举行的股东表决。Aristeia要求调整新浪的业务以便为股东带去更多回报,并提名了两名新的董事会成员。

But on Friday, Sina defeated the challenge, seen as a key test of the power that American shareholders can wield over Chinese companies listed in the United States. The fight was also watched by investors who had complained about the relative lack of shareholder rights in Chinese companies that are incorporated in business-friendly places like the Cayman Islands, as Sina is.


In the aftermath of the proxy victory, Sina emphasized its focus on corporate governance. “We will continue engaging constructively with our shareholders toward our common goal of long-term value creation,” Mr. Chao said on Friday.


On Tuesday, however, the company took steps to ensure it would not have to face an activist campaign again.


It issued a new class of shares with super voting rights that have been transferred to a holding company controlled by Mr. Chao. The changes will give him a 55.5 percent voting stake in Sina and could prevent future attempts to introduce new board members or force votes on business strategy.


Sina said in a news release that it “had to divert significant amount of time, attention and efforts from the company’s normal business operations and strategic planning” because of the proxy fight with Aristeia.


“The company believes any future proxy contest could be costly, time consuming and disruptive,” it added, and argued it was taking the steps to “protect itself from potentially disruptive and value destructive situations in the future.”


It also said that it would be establishing a nominating and corporate governance committee within the board to find more independent directors.


Representatives for Aristeia and Sina declined to comment. Shares in the Chinese company fell about 10 percent on Tuesday.


Bare-knuckle activist campaigns have been relatively rare in Asia where, in recent years, Daniel S. Loeb has taken on the owner of 7-Eleven, while Paul Singer’s Elliott Management has picked fights with Samsung Electronics and the Bank of East Asia in Hong Kong.

不留情面的维权争夺在亚洲相对少见。最近这些年,丹尼尔·S·勒布(Daniel S. Loeb)对7-11(7-Eleven)的所有者采取过行动,保罗·辛格(Paul Singer)的埃利奥特资本管理公司(Elliott Management)也对三星电子(Samsung Electronics)和香港的东亚银行(Bank of East Asia)发起过战争。

Still, Sina would have appeared to have been an unlikely target for such a challenge.


The company had seen its stock price increase markedly over the past year as investors bet on the growth of China’s internet sector. But Aristeia argued that Sina was “failing to hold itself to the standards expected of U.S.-listed public company boards” and called for the company to consider a sale or merger of Sina or Weibo, which is separately listed, or a buyback of shares by management.