Legal Issues And Legislation. Of Listed Companies Mbo Exist Perfect

In 2003, the MBO that had once been popular was stopped. However, the discussion about it never stops. Since its landing on China, MBO has been combined with Chinese characteristics, and further more it has played an important role in the reform of state-owned enterprises. Its significance in the perfection of managing corporate governance and in the reform of the state-owned enterprises has been well known to us. In fact, there still remain many problems and obstacles in the process of implementing MBO. This thesis is going to clarify that it is necessary for MBO to be suspended for the time being due to such problems and obstacles. However, the suspension does not mean its disappearance and MBO will start again in the future with the development of market economy and the perfection of market regulations in China.This thesis consists of five parts:The first part gives the general survey of MBO from four aspects. The relative questions are briefly introduced and the theoretic bases are highlighted. The four aspects are the following: the concept of MBO, the theoretic bases of MBO, and in the author's opinion, it is opposed tothe traditional corporate governance-the unification based on theseparation of ownership and managing rights, the development of MBO abroad and the development of MBO in China as well as the difference between MBO at home and MBO abroad.The second part is about the significance of the traditional MBO. This part focuses on the significance of the traditional MBO to the operation and management of the enterprises. Through analysis, the author summarizes four points. First, MBO carried out in the listed companies is an inspiring system and it is a kind of the Management Share-holding in essence. Secondly, MBO saves the cost of the procuratorial relationship. Then, MBO can be used by the enterprises as a means to prevent the brain drain. Finally, MBO' s being successfully implemented will benefit five sides.The third part discusses the importance of MBO to the reform of state-owned enterprises in China. This part is the focus of this thesis, in which the author analyzes the topic from six aspects. Firstly, the strategic transportation of the state-owned assets and the settlement of the withdrawing of the state-owned stocks will be realized through carrying out MBO. Secondly, carrying out MBO is beneficial to the perspicuity of the property right of the state-owned enterprises and the settlement of the problem of the "Red Hat" enterprises. Thirdly, carrying out MBO can resolve the problem that the state-owned enterprises are controlled by only one shareholder. Fifthly, implementation of MBO can lighten the phenomenon of the Control of Insider. Finally, the "fifty-nine phenomenon" can be avoided and the value of the human capital will be realized through the implementation of MBO.The fourth part is about the legal problems in MBO of Chinese listed companies. As another focus of this thesis, this part discusses the topic from six aspects. The first one is the problem of subjects of purchase. The author analyzes the current problems triggered by the reality that the natural person, the congress of employees share-holding and SPV are subjects of MBO. The second one is the problem about the way to decide the purchase price. The author points out two settlements. The third one is the financing problem. The way of trust is suggested in this thesis. The fourth one is the problem of the Disclosure of Information. After analyzing the current problems, the author suggests that the Disclosure of Information in the stages of subscription and performance should be strengthened. The fifth one is the problem of the moral risk in purchase. The reinforcement of the Disclosure of Information and supervision is suggested by the author to deal with the current problems. The final one is about the problems which should be paid attention to after the implementation of MBO, including "the Control of Insider", the liquidation of shares and the subsequent plan after MBO.The fifth part comes to the suggestions o...