Case Study Of Benefit Expropriation Behavior In Shuanghui Development Investment & Development Co., Ltd. Management Buy-out

In the 1990 s,under the background of deepening the reform of state-owned enterprises,management buy-out as a new acquisition mode was introduced into our country,the transformation of the mode of enterprise assets operation,clear property right structure,made a great contribution to reduce agency cost,etc.But,in practice,management buy-out exposed the disclosure of information is not timely,the purchase price is unfair and related supervision system is not perfect,eventually led to the loss of state-owned assets.2005 national policies to stop after the management buy-outs,there is still a top use of loopholes,he acquisition by directly into indirect form,presented with characteristic of our country "curve"," conceal" phenomenon.In this process,the serious problems in insider control,management and utilization of high proportion of share out bonus,high related-party transactions,low prices by means of the interests of the investors in stock.Past the study of management buy-outs is given priority to with empirical research,this article writing using the methods of case analysis comparison and induction,the selected Shuanghui Development Investment & Development Co.,Ltd.'s management buyout case as the research object,combined with domestic and foreign related management buy-out and the benefit expropriation behavior of theoretical research,management buy-outs of Shuanghui Development Investment & Development Co.,Ltd.benefit expropriation behavior motives,conditions and compares the economic consequences of the comprehensive description and analysis and accordingly the related case conclusion and suggestions.In this paper,Shuanghui development management acquisition case as the main line,is divided into five parts.The first part reviews the development process and existing problems of MBO in our country,meanwhile,it introduces the research significance,relevant literature and research thought of this paper.The second part is about the theory of M & A and expropriation,and expounds the concept of MBO,insider control and interest encroachment.It mainly elaborates the theoretical basis of M & A motive,introduces the theory of M & Means and economic consequences.The third part analyzes the case of Shuanghui development management buyout,introduces the development of listed company Shuanghui and its management level,and details its management acquisition program and process.The fourth part of the development of Shuanghui development of the acquisition of the interests of the Mergers and Acquisitions related issues were described,the first analysis of the causes of interest encroachment behavior: he absence of local state-owned enterprises,management incentives,the absolute authority of the management;Secondly,it expounds the conditions of interest encroachment,including the lack of capital market supervision,the loopholes of existing laws and regulations,he support of foreign capital and the support of local governments;the economic consequences of Shuanghui development management buyout are: constructing pyramid Equity structure for the transfer of interests,constraints of financing business development,social responsibility was missing,the interests of small and medium shareholders.The fifth part draws the conclusion that the lack of incentive of management is the fundamental cause of the occurrence of interest encroachment,the lack of restraint of management is the main reason for the occurrence of interest-taking,and the profit-taking of the management buy-out damages the interests of minority shareholders.Finally,the author puts forward some practical suggestions: the key is to perfect the incentive system;the government should strengthen the supervision on information disclosure in the management buy-out;the supervisory department should pay attention to the financing channel in the management buy-out;The department will improve the protection system for minority shareholders' interests and related laws and regulations.The author thinks that,in the process of the management buyout has many benefit expropriation behavior is rooted in management incentive insufficiency,the corporate governance system failure and the relevant regulatory system is not sound.On this basis,puts forward the prevention and control of management buy-outs of benefit expropriation behavior of Suggestions,including key prevention and control of enterprise management buyout benefit expropriation behavior in improving the incentive system,enterprises should optimize the governance structure in order to form internal constraint mechanism,the government should strengthen the supervision of information disclosure in the management buy-out,the legislative branch should be a sound system of medium and small shareholders' interests protection and the relevant laws and regulations.Article the results from a single typical cases,there may be biased in some way.