Research On Management Buy-Out Of The Listed Companies In China

Management Buy-Out (MBO) is one kind of Leveraged Buy-Out (LBO). It sprang up in the 1980s, but declined gradually in the 1990s in the U.S.A. Conversely, in China, MBO has been in a flourishing state these years. This thesis analyzes the reasons why MBO can come up in the U.S.A through case study, and compares them with those of the listed companies in China, and analyzes the development of MBO in China in detail.Firstly this thesis introduces the theoretical bases of MBO, and points that MBO is one kind of Merger&Acquisition (M&A), precisely, is one kind of LBO. The essence of M&A is the interaction of property rights of enterprises. MBO betrays the traditional trend that management rights are separated from property rights, and has its objective reasons for emergence because MBO can reduce the proxy costs efficiently. Later, the thesis analyzes the historic background of the emergence of MBO by means of the introduction of the five M&A tides of U.S.A history. As the result of finance renovation, junk bonds were used greatly in the 1980s, which made LBO become a common method in the fourth M&A tide. As one kind of LBO, MBO is identified with others by its special acquisition body, but that doesn't effect its essence of one kind of LBO. Then the thesis analyzes a typical case in the fourth M&A tide of the U.S.A. In this case, the property of RJR Nabisco Company is purchased competitively by KKP Company and the management of RJR Nabisco Company itself. From this case, the thesis transits to the domestic situation. It introduces the main procedures of MBO, and analyzes the main problems of MBO in the listed companies in our present situation, such as the body, the price, the procedures, the disclosure of information and the supervision etc. Aimed at such problems, there is some policy advise in the end and the key points are the legally measures the government should take.