Legal Research On Management Buy-out

This paper discusses the concept and theoretical basis of management buy-out, and introduces the foreign development, legislation and the situation in China, the significance of the Chinese enterprises, focus on the legal problems of management buy-out in China and put forward suggestions. This paper is divided into four parts, each of the major elements as following:Part One: The brief introduction of management buy-out. This part introduces the domestic and foreign definitions of MBO, a expression of MBO definition, and contrast with the similar concepts. Elaboration of the MBO theories : that is the theory of agency cost; initial; human captor and property rights.Part Two: The development of MBO at home and abroad. Introduced Britain and the United States MBO pattern, Russian and the Eastern European country pattern, analyzed Anglo-American experience of advanced with Russian and the Eastern European country defeat lesson. The domestic development introduced the MBO in our country present situation, as well as to our country enterprise's practical significance, has been clear about this paper research scope, namely in the national policy permission scope involves the state-owned property right the enterprise, points out the legislative first MBO of the healthy development of major significance.Part Three: Introduces and summarizes the law of MBO in the west. Introduced Britain and the United States Company Law and Securities Law, legal regulation, Company Law primarily in the target company directors obligations, the obligations of management, controlling shareholders obligations regulation system. Securities law mainly in the information disclosure system and the mandatory offer price equal and the highest price, improper trading practices restrictions on the regulation system.Part Four: The legal problems and the suggestions of MBO in our country. Recalling our management buy-out of existing laws and regulations, and analyzing management buyouts in the subject, financing, transfer pricing, disclosure of information, to control the legal problems raised MBO legal comprehensive proposal that is a correct understanding of the MBO system ; improve the "Provisional Regulations" and formulated the Regulations; promulgated and implemented as soon as possible, "the state-owned assets law." MBO actively expand the financing channels; Britain and the United States drawing on the management and the controlling shareholder of the law, stating that optimize the corporate management structure strengthen the management responsibilities and obligations; and the legal suggestions of establishing one person ltd. company to MBO.