The Legal System of China;s Management Buy-outs
|關鍵字:||管理層收購;融資併購;國有企業;中國併購;Management buy-outs;MBOs;LBOs;State-owned enterprises;China Merger and Acquisition|
|摘要:||管理層收購（Management Buy-outs, MBO）為槓桿收購（Leveraged Buy-outs, LBO）之一種。管理層收購作為一商業模式以高債務融資率收購目標公司，實現企業經營與公司股東利益一致，降低代理成本、激勵公司經營者、改善公司治理結構等為主要之特色。
Management Buy-outs (MBO), one of Leveraged Buy-outs (LBO), occurs when target company management acquires a controlling interest in target’s equity and where a significant percentage of the purchase price is financed through leverage. MBO is used in order to align the goal of the management with the goal of the shareholders, to reduce the cost of surrogates, and to improve the corporate governance structure, management buy-outs (MBO) have been born in the Anglo-American legal system. To transplant a model widely used in the western countries to be used on the special business models of China, the manner of adjustment is worthy of attention: in particular, how management buy-outs can be used within China’s business models and practices, including delimitating its applicable objects, the subjects and prices of buy-outs, the duration of limitation for the management’s holding of stocks, information disclosure, the protection of shareholders, and the constraints by the existing institution. In the West, MBO is primarily a way of giving up businesses and bowing out; in China, it has to fulfill the mission of reforming the state-owned enterprises. This has become an issue worthy of observation and concern. Whether a transplanted new institution can sit well with the legal environment and the related laws of the receiving country is an important consideration that needs to be taken into during the transplantation of a legal institution—from a micro viewpoint, how the introduced law supplements the existing legal structure of the receiving country; from a macro viewpoint, how the introduced law supplements the existing political and economic regimes of the receiving country. Especially when China has already been in a post-WTO era, the gradual opening of the financial and capital markets multiplies the channels by which foreign investors can enter. In light of China’s favorable attitude toward investors, using the WTO issues as the axel of analysis, this research project examines China’s loose control and regulation when it faces the new business models, and how it adjusts the new business models and the structure of the legal system.
|Appears in Collections:||Thesis|