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管理层收购(Management Buy-Out,简称为MBO)是近二、三十年来在西方国家兴起的一种新型的并购形式,指的是企业管理层在投资银行等金融机构的支持下通过收购企业的股票或资产来拥有企业的控制权管理层一般由企业各职能部门的高级职员组成。通常情况下,管理层只提供一小部分资金,其余大部分资金由各种金融机构如商业银行、风险投资公司、保险公司等以债权和股权的形式提供,还有一些资金通常采用“垃圾债券”的形式筹集,其中,向金融机构的借款通常是以目标企业的资产作抵押。收购完成后,管理层努力削减经营成本,改善经营管理,整顿和重组生产设备,增强库存控制和加强应收帐款管理,提高产品质量,以期按期支付各项债务并取得收益。我国企业在实践中经常将管理层收购与职工持股相结合,对其进行了一系列有益的探索。在我国民营高科技企业快速发展的今天,运用MBO对部分产权不清的民营企业进一步改革具有重要的现实意义。
Management Buy-Out (MBO) is a new form of mergers and acquisitions that emerged in western countries in the past 20 to 30 years. It means that the management of the company buys the enterprise with the support of financial institutions such as investment banks Stock or assets to own the control of the business The management is generally composed of senior staff of the various functional departments of the enterprise. Typically, management provides only a small portion of the funds, with the bulk of the remaining funds being offered in the form of claims and equities by various financial institutions such as commercial banks, venture capital firms, insurers, and others, often with “junk bonds ”, Where borrowing from financial institutions is usually secured by the assets of the target company. Following the completion of the acquisition, the management endeavored to reduce operating costs, improve operation and management, rectify and reorganize production equipment, enhance inventory control and strengthen the management of accounts receivables and improve product quality with a view to paying debts on schedule and reaping benefits. In practice, Chinese enterprises often combine management buyouts with employee stock ownership, and carry out a series of useful explorations. In the rapid development of private high-tech enterprises in our country, the use of MBO has important practical significance for the further reform of some private-owned enterprises with unclear property rights.