Research Of Management Buy-outs Legal Problems In China

MBO in China develops from small and medium-sized enterprises the state-owned and collective to large state-owned enterprises gradually, and appears many new forms. Because of the lack of legal norms,the case devouring the interests of the state in legal form happens from time to time, and MBO is forced to stop. But, MBO is very important to China's state-owned system reformation and private enterprise mergers and acquisitions. The laws and regulations about MBO of china are imperfect, and does not form effective legal system. This paper analyzes the reasons causing problems of MBO and puts forward the countermeasures to solve the problem from the standpoint of the solving problem.The author introduces basic situation of management in first chapter. First, the author analyzes the theory about definitions of MBO and proposes the comprehensive definition of MBO combining foreign and domestic buy-outs practice. Second, the author analyzes the purpose and meaning of MBO.MBO will be applied widely in the private enterprise merger in the future to solve problems of private enterprise mergers and acquisitions and to perfect China's financial legal system.The author introduces related theory of MBO in second chapter. The author introduces research results of foreign buy-outs and consider the benefit of MBO is greater than disadvantage by detailing the advantages and disadvantages of MBO. The author proposes to perfect support of legal system, and pay attention to the theory of wealth transfer, and pay more attention to the restructuring program after acquisition.The author analyzes legal system of MBO specifically. The author analyzes problems and reasons of subject, pricing and financing of MBO, and put forward countermeasures. To solve legal problems of subject of MBO, we should clear state-owned assets, establish and perfect the system of state-owned assets management, dissolve laws risk of double tax which the shell company faced, solve legal obstacles by forbidding rule of insider dealing in securities law, encourage buy-outs by trust investment, improve the information disclosure system. To perfect MBO pricing law system,we should perfect Management Buy-Out pricing law system, strengthen the supervision and management of the pricing, take bidding rules, cancel the limit to outside investors, strengthen construction of financial intermediaries, consider the factors of contribution of management. To solve MBO financing legal issues, we should relax the regulation of financial market, develop all kinds of investment banks vigorously, establish and perfect the financing mechanism for MBO, strengthen MBO financing information disclosure.The author introduces foreign management practice in the third chapter. The author introduces background, social environment, the acquisition process and legal regulation of MBO to reference for buy-outs legislation. We should take efficiency as the ultimate goal, pay attention to debt financing, develop professional financial intermediaries, choose appropriate target enterprise, and perfect the market environment and the legal system. The author analyzes the defect of legislation, put forward my own views to perfect the legal system. The legislative defects of Management Buy-Out include imperfect of legal system construction of finance and special legislation.The author consider that we should formulate unified legal norms, and make exceptions in terms of economic legislation against to MBO.We should take legislative value orientation of giving priority to efficiency and balancing justice, and always implement principle of protecting state-owned assets, protecting the interests of the shareholders and full information disclosure.