On Legal Problems In Management Buy-outs Financing Of List Companies In China

As the key tache of Management Buy-outs, financing decided whether the whole course of mergence project would go on wheels; whether the corporate governance structure of the object company would be optimized and whether its financial affairs would be well-balanced after it was annexed. Meanwhile financing also decided whether the moral hazard of the managements would appear; whether the interests of the stakeholders such as the object company, the shareholders, and the creditors would be encroached. To some extent, financing would also influence the economic development of the whole nation. However,in China, many long-standing limitations harassed the practice of MBO Financing,such as the unicity of financing means,the distemperedness of financial structure and lots of legal restrictions.This paper, divided into five parts, mainly studied on the legal problems in MBO Financing of the list companies in China.In the first part of this dissertation, the background of Management Buy-outs including its definition and the characteristics was introduced. Meanwhile the research category of this papar was explored and the necessity of this paper were demonstrated as well.In the second part of this dissertation, the basic leagel relationships in MBO Financing were introduced systemically along with the introduction of financing tools, which laid a foundation to the retral research of this paper.In the third part of this dissertation, by means of analysing a serise of typical cases taken place in the Capital Market of China, the Status Quo of the MBO Financing in China were summarized and the related risks existed in it were explored.In the forth part of this dissertation, the deep-seated strutural faultinesses existing in the process of MBO Financing were investigated not noly from the macroscopical point of view which related financial mechanism but also from microcosmic point of view which related the correlative statutes. At the same time, some related consummate suggestions were put forward.In the fifth part of this dissertation, based on the actuality of the Captial Market and the circumstance of legal system in China, the feasible financing schemes of Management Buy-outs including financing by the way of Trust, Fund and Limited Partnership, were designed. In China, there are few research achievements on MBO Financing especially form the legal point of view. Meanwhile, the background of Capital Market was changed totally after the Reformation of Non-tradable Shares implementing triumphantly. The Jural Circumstance was optimized along with a series of new legislations being enacted, such as The Company Law, The Security Law and The Property Law, all of which composed the research background of this paper. For the purpose of benefiting to the perfection of the related legislations and the theoretical researches, providding guidances for the practical operation, this dissertation studied on a series of problems linked closedly, such as the related basic theories, the status quo of MBO Financing in China, the deep-seated strutural problems and its reformation and the feasible financing schemes of MBO suitable for the practical situation in China. All of which were the characteristics of this dissertation.