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管理层收购(MBO)是发达资本市场的一种重组形式,是在市场化高度发达的条件下对公众公司的否定和矫正措施,其实施离不开完备的法律制度和完善的金融环境与工具。中国目前作为一种新型加转轨的市场经济,在法律制度和金融环境还明显滞后的情况下,不宜极力推崇MBO这一创新。从MBO的基本含义出发,通过对已实施MBO的上市公司所暴露的问题的分析,旨在说明中国不应选择MBO作为上市公司重组的主要路径。
MBO is a form of reorganization in developed capital market and a negation and rectification measure for public companies under highly market-oriented conditions. It can not be implemented without a complete legal system and a sound financial environment and tools . As a new and transitional market economy, China should not strongly advocate the innovation of MBO under the condition that the legal system and financial environment are obviously lagging behind. From the basic meaning of MBO, through the analysis of the problems exposed by listed companies that have implemented MBO, the purpose is to show that China should not choose MBO as the main path of reorganization of listed companies.