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Management buyouts and legal analysis

Author: ChenZhenFu
Tutor: WangXiaoChuan
School: University of Foreign Trade and Economic
Course: International Economic Law
Keywords: Management buyouts Legal Analysis Company system Managers responsibility Acquisition targets Acquisition system Ownership and management Institutional investors Corporate ownership Acquisition row
CLC: D912.29
Type: Master's thesis
Year: 2000
Downloads: 100
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Abstract

A wide range of content contained in the abstract management buyouts (Management Buy-out, MBO), but it is not a legal concept. Only from a legal point of view, can be subdivided into many types. Understanding managers usually the acquisition of a majority stake of the company through the acquisition of its service refers to a company's directors, managers and other senior management, to gain absolute control over the acquisition of behavior, most of this acquisition target is listed public companies. This concept can be understood as the acquisition of narrow managers. However, the generalized MBO, refers to behavior by corporate managers planning for the acquisition of the business it serves, its purpose is not necessarily to obtain absolute control over, in order to obtain the relative control over (ie than the original more relaxed business degrees of freedom), to take the means is not necessarily by getting it serves corporate equity may also be the establishment of a new company to buy the company's main business and assets of its service, its acquisition of the object is not necessarily the company, may also be other types of businesses. Divided in any case, management buyouts in common is that the managers of the target company through leveraged buyouts obtained by means of the target company's ownership and control over business, and then to increase the potential value of the dual identity of the owners and operators and this value. MBO fundamental motivation is that the differences in understanding of the enterprise value, as well as managers pursuit of operational efficiency and autonomy. Company the most important feature of the system is the separation of ownership and management, management buyouts ownership and management rights will re-combination of a considerable extent. This combination helps to solve the problem of \MBO participants include: acquisition targets the acquiree (managers), the seller (such as shareholders) and lenders (including institutional investors), the intermediary institutions. The parties involved in the different types of acquisition is different, this will inevitably lead to their different obligations or rights, and the different types of managers acquisition will result in a different legal analysis. However, regardless of the acquisition, by its very nature, or in a transaction to establish how to make such a transaction on the basis of equality law to complete the task. The acquisition of such a transaction has its particularity, often involves the problem of how to maintain effective acquisition market order. Ease of exposition, this paper focuses on the corporate enterprises (especially listed companies) occurred MBO legal analysis. Obviously, not entirely consistent with the parties in the interests of the corporate system, and even conflict, then the process management buyouts, there is the possibility of unfair. This unfair to a large extent from the acquisition of the principal - the managers the special identity and status. Therefore, to explore how to regulate it by law MBO This paper analyzes the main content of the discussion. The combined company system and related acquisition system in principle, can be summed up regulation on management buyouts similar principle, namely: strengthening the managers responsibility, information disclosure, maintain public interest and the principles of. Reference and analysis by the obligations of the directors of the Company abroad, can be found in the company system to highlight and improve the manager's duty of loyalty is the foundation and the main content of the regulatory principles of management buyouts. Managers in the acquisition of the relevant obligations should not only apply to the manager itself, for that lt; WP = 3 gt;, some duties mainly in the acquisition of only the individual or organization (such as the Independent Commission on or outside directors) the faithful and prudent obligation also applies, because they are also in the status of a similar managers. Combined with the of actual MBO legal analysis is the most fundamental purpose of this paper. Analysis from the acquisition of the main acquisition target acquisition means the acquisition process perspective to start to explore in China's current legal system based on the, managers acquired legal regulation in several aspects of the current situation and the problem. Can be found by analyzing the current management buyouts in China's largest legal obstacles unclear property rights. Too strict law also makes the classic management buyouts difficult to achieve in China. And the relevant provisions of the existing acquisition system coverage is not comprehensive enough, even if management buyouts realized, relying solely on the existing law, is also difficult to establish the operation of the order of a good management buyouts. Reference to the experience of other countries, the introduction of the industry's self-regulatory standards will help to change the current lack of standardized operation, but also help to reduce this specification difficulty. For now, management buyouts must resort to a large extent also relatively flexible policy support and government specifications. Management buyouts is a revolution of a corporate system of property rights, combined with the actual situation in China is likely to variety of different from the classic management buy \Carried out by means of management buyouts, we will probably solve the widespread phenomenon of \In a sense, the acquisition of a modern enterprise system managers to establish a bridge of communication with the existing system of ownership. In view of this, the paper at the end also discussed the important reference for management buyouts of China Enterprise Reform.

Management buyouts and legal analysis

Abstract

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