Research On Management Obligations In Management Buyouts

Management buyouts,or MBO for short,refers to the acquisition of shares or assets of the target company by means of financing with the participation of the management or management of the target company,so that the management can obtain the control right of the target company,thus changing the structure of the company's owner,control right and assets,so that the manager can lead the reorganization of the company as a combination of the owner and the operator,and then An acquisition in which the expected return is obtained.In view of the particularity of management's identity and the high risk of financing mode,MBO is a special related party transaction in essence and belongs to leveraged buyout.MBO originated from the privatization movement of British state-owned enterprises in the 1970 s.With the rise of the wave of corporate divestiture and spin off in the United States in the 1980 s,MBO,as a model of leveraged buyout,developed rapidly.The reform of cooperative system of local township enterprises in the early 1990 s is the origin of MBO in China.After the 21 st century began in large and medium-sized enterprises began to unfold.As an advanced way of property right reform,MBO in our country carries the institutional mission of state-owned enterprise reform,state-owned enterprise reform,state-owned enterprise reform and management incentive.As a special way of M&A,MBO has played a very positive role in promoting the innovation of modern enterprise system.It has been widely used in the global capital operation and has high requirements for the business level of the management who plays a leading role in both sides of the transaction.This is mainly reflected in the duty of care of the management.MBO is a typical model When a conflict of interest transaction occurs between the company and the management who should represent or pursue the company's interests,it is at least doubtful whether the management can faithfully and prudently perform their duties for the company's interests,which ismainly reflected in the Loyalty Obligations of the management.In order to ensure the fairness of the transaction,in the process of careful investigation,pricing consultation,voting procedures,information disclosure and other specific operations of MBO,the focus of the obligations of the management is different,but they are all to prevent the management from using the position and information advantage to manipulate the transaction process and damage the interests of the company and the majority of shareholders,especially the minority shareholders.So it is very important to regulate the obligations of management in MBO.