我国管理层收购相关法律问题研究论文论文.docVIP

河北经贸大学硕士学位论文 Abstract Management Buy-out (MBO), also named as Management Financing Buy-out, is a behavior by the management of target company to use the equity asset or borrowed capital to buy the stocks of their own company, so that the ownership structure, control power structure, and asset structure of the company can be changed, and the management right and ownership right can be united, by which the company is reconstructed and expected profit is attained. MBO originated from the financing innovation of USA in 1970s, and laterly presented in some developing countries. MBO has been proved by foreign practise to has a positive effect on encouraging interior enthusiasm, reducing acting cost, improving the management, and etc. MBO is a feasible step can be practiced in the property right reformation of national enterprises caused by the strategic reconstructions and contractions of national economy. But in China, MBO is in the initial stage and the legal system is insufficient to support it. Many defects of MBO has been appeared from some cases. Illegal behaviors existed in the aspects of subject, pricing, financing, and information releasing and successivedevelopment. Finally MBO is ceased by State-owned Assets Supervision andAdministration Commission of the State Council and Ministry of Finance People’s Republic of China, from which we can concluded that the standardization and legalization of MBO is still a subject need to be studied. The legal problem existed during MBO should be improved according to both the foreign experience as pracitse and legislation, and domestic laws like “Securities Law of the People’s Republic of China” and “Company Law of the Peoples Republic of China”. Firstly, the principles of publicity, equality, and justice should be complied during MBO. Secondly, the law system of object, pricing, financing, information releasing and superivise should be improved. Not only sweeping the legal obstacle of MBO, but also preventing the abuse by ope