自《上市公司收购管理办法》颁布以来,一时间MBO成为媒体关注的焦点.各种研讨会、培训班纷拥而至,各种利弊之争此消彼涨.学术界、企业界、证券管理部门等也都给予了极大的关注。MBO在我国的出现.之所以会引发激烈的争论,既有推行之必要.又有现阶段制度安排缺陷之忧。随着改革的深入和国有资产从竞争性领域的退出.MBO不失为国有资产退出的一种重要途径和有效方式。MBO即管理层收购(Management Buyout.MBO)又称“经理层融资收购”。MBO在资本市场相对成熟的西方发达国家较为盛行.是杠杆收购的一种。所谓杠杆收购(Leverage Buyout.LBO).即通过高负债融资购买目标公司的股份.获得经营控制权,以达到重组该目标公司.并从中获得预期收益的一种财务型收购方式。当收购主体是目标公司内部管理人 Since the promulgation of the Measures for the Administration of the Acquisition of Listed Companies, MBO has become the focus of the media for a time since the promulgation of the Administrative Measures on the Acquisition of Listed Companies. Departments have also given great attention. The emergence of MBO in our country causes the fierce debate which is not only necessary for implementation but also has the defects of institutional arrangement at this stage. With the deepening of reform and the withdrawal of state-owned assets from the competitive realm, MBO is an important way and an effective way for the withdrawal of state-owned assets. MBO is the management buyout (Management Buyout.MBO), also known as “management buyout ”. MBO is relatively prevalent in western developed countries with relatively mature capital markets and is a type of leveraged buyout. The so-called leveraged buyout (Leverage Buyout.LBO), which means to buy the shares of the target company through high debt financing, obtain the operating control right, and then get a reorganization of the target company and get the expected return from the financial acquisition. When the acquisition subject is the target company's internal manager