我国管理层收购的法律监管应走向何方

In Our Country,How Can the Laws Concerned Supervise MBO Well

管理层收购(又称MBO)是我国国有企业改革中新出现的资产重组形式,对解决我国长期以来的所有者缺位、代理成本、管理效率低下等问题提供一个解决途径。但目前我国法律政策对MBO问题规定不足,导致出现收购主体资格、收购定价、融资渠道、还款能力监督、中小股东以及其他利益相关者保护等方面遭遇障碍。为解决这一系列问题,更好地引导规范MBO使其更好地发挥其经济效用,应从放宽融资渠道、发挥银行的监管作用、发挥信托机构的中介作用、优化公司治理结构、明确管理层责任等角度设计我国MBO法律监管机制。

Emerging from the reform of state-owned enterprises in China, the Management Buy Out （MBO）, as a form of restructured assets, has provided a solution to many long-standing issues such as the absent ownership, high acting cost and low management efficiency, etc. However, some MBO issues are not stipulated by current Chinese laws and policies, which results in a couple of barri- ers regarding the qualification of buyers, buy-out pricing, financing channels, supervision over repaying abilities, and the protection of minority shareholders and other relevant parties. In order to solve the mentioned problems, better guide and regulate the MBO with the purpose of well performing its economic effectiveness, it is advisable to design a MBO legal mechanism in China in terms of extending the financing channels, well performing the supervisory duties of the Bank, reflecting the intermediary role of trust institutions, optimizjngthe structure of corporate governance, and de;fining the Management responsibilities.