国内上市公司MBO的制度分析

System analysis of MBO of listed companies in China

自 20世纪 80年代,发端于美国的上市公司管理者控股收购 (ManagementBuy-out,缩写为MBO)异军突起,并迅速席卷全球。上市公司MBO实质是市场经济对效率最大化追求的必然产物,其不仅有利于实现产权结构调整,同时还可以降低公司代理成本,激励管理人员等,尤其对于急需明晰产权与减退国有股的国内上市公司,无疑具有重大意义。从国内外上市公司MBO实践来看,要重视再对国内上市公司MBO运作的制度障碍与监管问题进行深入探讨,以求对上市公司MBO立法与实践有所裨益。

Since 1980s, Management Buy-out (MBO) of listed companies has developed rapidly from the United States to the world. The essence of MBO of listed companies is the product of market economy in the pursuit of maximum profit, which is helpful to realization of property structure adjustment and to lowering company agency cost and encouraging management employees and which is of great significance to China's listed companies in the need of reforming property structure and reducing state-owned shares. On the basis of the MBO practice of listed companies in China, we should focus on discussing system barrier and monitoring problem of MBO implementation so as to help MBO legislation and practice of listed companies.