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In a transitional Period of China, state-owned enterprise which in the environment of economic globalization, has a lot of weakness, such as unclearly property right, no enthusiasm, no pressure, but heavy burden; Therefore, the state-owned enterprise needs reform urgently in order to establish a modern enterprise system and resolve the low-efficiency and low-development of the state-owned enterprises and finally improve the market competitiveness. As one way of state-owned enterprise reform, MBO changes manager into owner, which connects the enterprise’s operation goals with manager’s own benefits. Thus, MBO can reduce the Principal-agent costs, inspires manager’s enthusiasm and creativity, and helps the long-term and stable development of the enterprise. The thesis takes MBO as the object of study, selects ZhangYu Company for the representative cease. On the basis of achievement of theoretical research and case study, by ways of case study and typical events analysis and factual description, this thesis studies problems which Chinese enterprises encounter in the process of MBO and give the counter measures.Firstly this thesis studies the relevant theories of MBO, and then analyzes the process of ZhangYu Company’s reform. Based on the typical events and factual description, four difficult problems encountered in the implementations of MBO in China’s state-owned company are pointed out:Staff benefits Protection, new solely big shareholder, Purchase Price and sources of fund standard. In order to solve these four problems, this thesis believes that besides the enterprises’self-regulation and industry self-discipline, the policy and legal norms are necessary, and also proposes corresponding counter measures:building enterprise growth ability, strengthening the legislative standard of state-owned enterprises’reform, improving the agency’s appraisal quality, promoting the property right transaction market ability, enhancing administration of disclosure of information. Finally elaborated the conclusion and inspiration gained from the research.
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