Legal Analysis Of Trust Of MBO Of Our Country

Issue will it be April 14 2005 " enterprise state-run property right transfer temporary provisions to administration and supervision authorities " Is it forbid administration and supervision authorities take trust way assign enterprise state-run regulation of property right indirectly to issue. It is that 5 of a grantee are uncertain that the reason of the prohibition of the board of trustee of state-run assets sums up. Thus result in buying the question of sell by oneself, transfer, difficult to supervise at a low pricing etc. by oneself. However, MBO has enormous value, namely: Reduce the financing cost, impel trust to become powerful financial instruments, offer the professional suggestion for MBO, reducing the risk of purchasing etc., it but also should not be forbidden that this kind of value lures. In fact, key of question lie in MBO trust, lie in state-run assets board of trustee face MBO trust evade to various kinds of that law restrain from, and lack it under the situation about laws and regulations of such special trust, there is no effective laws and regulations countermeasure, only take a kind of attitude totalized repudiate, legislate to forbid MBO trust first. The key point of solving this problem lies in standardizing MBO trust with the laws and regulations. From the point of view of law, MBO trust means because of the relation of the trust contract, trustee (trust and investment corporation) Will purchases the shares of the targeted company or be commissioned the fund and borrowed or lend money to the administration and supervision authorities of the targeted company with one's own name according to the meaning of the client (investors), in order to is it make former operator of company become company civil juristic act association, owner of purpose to achieve. The target of MBO trust is to purchase the fund and targeted company stock right; Its purpose, as to administration and supervision authorities, lie in making the trust company become and purchase theplatform and help to circulate necessary funds, the purpose of the trust company is obtained certain administrative expenses, investors obtain certain monetary remuneration; Subject generally including targeted company, trust organization, strategic investor, hold share committee (" shell " Company ) or hold individual shares; It is the commercial affairs trust, show the trust category clearly; Generally have it from the juristic act; The legal consequence forms the multi-layer legal relation. It is a special civil juristic act in essence. Its legal idea is: Party autonomy, it is steady to protect the shareholder, transparency, market of targeted company, and rational distribution of the risk.MBO trust is a complicated system engineering, among them, MBO laws and regulations trust involve in sex participate in each side's agreement make by MBO trust under the fixed prerequisite by force, so before to that it carries on the law to analyze, must preserve the legal file of a trust, the core is trust scheme and trust contract, this text has done the theory to design.Modern progressive law that sport pregnant with is it think, permit party it evades to be really application of law through juristic act either to control, even unreasonable law, can only improve through the legislative procedure, meanwhile, the realistic national conditions of our country determined the establishment of the trust purpose legitimacy principle too. In MBO trust link, evade and buy the empty behavior that sells emptily, evade behavior that stock right hypothecate, evade company ratio between investments 50% behavior of upper limit, evade behavior that buy and sell should after analyzing his design a short time, forbid.When MBO is combined with trust, the laws and regulations that will result in standardizing the two respectively originally present the legal loophole, influence the practice activity of MBO trust finally. This text thought: There are three legal loophole of MBO trust mainly. First, the conflict type loophole of secret obligation and information announcing principle of the trust content, can try in order to maintain trust content secret principle, through civil liability system that...