| Based on the reviews of development of background and conclusions of domestic and overseas theories about Management Buy-out(MBO),the thesis analyzes specifically the differences and reasons of listed companies in China and foreign countries by the method of comparative research in order to identify current problems and put forward constructive policies and measures that are fit for Chinese MBO.The thesis provides comparative analysis and research on typical cases of MBO in China and developed countries and indicates the developed countries'MBO can effectively reduce corporate agency cost, mend governance structure and improve corporate achievement. The following foreign experiences in MBO practice can be used by China for reference: policy environment supporting, various financing means, the scientific method of pricing and etc. It presents a comprehensive and systemic contrast analysis on MBO in China and foreign listed companies as follows: the acquisition background, the policy environment, the pricing methods, the financing system. By analyzing these problems, it indicates differences of MBO and the causes of them and finds out such problems as imperfect policy and law environment, the legal barrier of the acquiring entity, slow information disclosure, single financing channel and unreasonable acquisition price. Meanwhile the author puts forward countermeasures. These countermeasures primarily include: from cultivating and developing intermediary agency and perfecting market competitive mechanism to perfect the MBO market system; by normalizing overall MBO and eliminating the constraint of the acquiring entity of MBO to create good law environment; by disclosing comprehensively the acquiring company's pricing,the source of funds,the purpose and following plans of MBO and the objective company's situation to strengthen information disclosure; on the basis of net assets, considering managers'contribution, adopting the market competitive price mechanism to achieve the right pricing for the objective firms; by cultivating institutional investor, creating and innovating financing tools and optimizing the assisted and related financial system, establishing the effective withdrawing way of financing and perfecting and formulating the relevant laws and regulations to resolve the financing problem. |