| Now Management Buy-outs(MBO) is a very hot topic and supervision authorities of the listed companies are trying to do, but the research articles about MBO are rare and documents of law science are few. But we can't avoid the question that greatly influences upon social economic life, we should study it theoretically. This thesis is on legal problems on MBO of listed companies in China.The thesis aims at studying the MBO of listed companies in China. In order to study MBO deeply, this thesis has fully absorbed the achievement of the economics research. In this thesis, the author has combined law science with economics and used the comparative study, standard study, just to review the MBO of listed companies of our country, to discuss its feasibility and validity, to clarify the confusion of MBO on system, the final aim is to prepare for legislation on MBO.The whole thesis is divided into four chapters and the main content is set as the following:The first chapter is to sum up the definition, evolvement history of MBO and to explain MBO in economic theory. MBO means that top management of target companies purchases the stock assets of their own companies through getting the support of financial institutions, and change the corporation's ownership structure, control structure and assets' structure. In essence, MBO is to be privated. MBO originates from separation of company in England. During the development of high-tech enterprises, the top management takes over companies by buying the stock from the risk capital investors. In the 1980's, MBO were popular in west. In early 1990's, during the movement of privation in east Europe and Russia, MBO was adopted one of the most operative modes that the state-owned assets go privacy. In Russia, most state-owned enterprises were taken over by their superintendent and the staff. Party's 15 sessions of four CCP plenary conferences conventionsemphasizes that we must make the strategic reorganization to the state-owned enterprises, the most state-owned enterprises will withdraw from the general competitive domain. Thereupon there appear many cases of MBO in many state-owned enterprises. And MBO is regarded as a feasible method of property right reform. But on the background, financing channel, way of charging and withdrawal channel aspects, MBO in transferring countries is very different from that in Europe and America. In the market economy countries MBO is a result which the enterprise system naturally evolves, but only a short-term static transplant in transferring countries .In the proxy cost principle, MBO may reduce the proxy cost; In the human resources theory, MBO may avoid being deprived of the exclusive human capital and enhance the enterprise revolution and the management efficiency; In the enterprises' system evolving theory, MBO is regression of the property right and the operating right.The second chapter is to make a civil analysis of MBO in three aspects composed by legal property of MBO of listed companies, legal problems of purchaser and bargainer of MBO of listed companies. MBO of listed companies refers to legal acts of obtaining domination by purchasing stocks of listed companies. In essence it is one kind of business contract behaviors, the purchaser is the buyer while the bargainer is the seller. Objectives are stocks that the seller holds in of listed companies. Because state-owned shares occupy absolutely the status in listed companies in China, thus MBO in listed companies in China in essence is that management staff takeover state-owned shares held by state-owned shareholders. In the legal sense, they are entitled to act as the buyers. Practically, however, they have to be confronted with the dilemma in subject's title, i.e., the insurmountable legal obstacles when they appears as buyers with such titles as the natural person, meeting of employees holding company's shares, the limited liabilitycompany and Ltd.. In China, most of listed companies are transformed from the SOEs. Generally, as the bigges... |
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