论文部分内容阅读
MBO即Management Buy-out的英文缩写,在这里,Management含义是:经理、管理入员的意思,可以统称为“管理者”、Buy-out:是指通过购买一个公司的全部或大部分股份(shares)来获得该公司的控制权。所以,MBO的含义是:管理者为了控制所在公司而购买该公司股份的行为。 MBO译成中文是“管理者收购”,但由于在中国MBO的M大多不仅是高层管理者,也包括中层管理者,甚至员工,因此更多的人将MBO翻译为“管理层收购”。 MBO起源于美国,20世纪70年代有三个美国人成立了一个叫KKR的公司,是全世界第一个从事MBO的公司。MBO思路,极端的情况是这样的,一家所有股份都上市的公司,CEO想把它的股份买下来,但是又没有资金。他就借钱买回所有上市流通的股票,CEO自己没有那么多钱,他需要借助其他投资人的股本金,再用股本金借贷。一般的方式是三七开——30%股本金,70%借款,握有这30%股权的人占有7公司100%的股权,为了给CEO-点激励,也给他20%的股权,剩余下的80%归股东,这就是所谓的MBO。 随着MBO在实践中的发展,其形式也在不断变化,在实践中又出现了另外几种MBO形式:一是由目标公司管理者与外来投资者或并购专家组成投资集团来实施收购,这样使MBO更易获得成功;二是管理者收购与员工持股计划(ESOP)或员工控股收购(EBO)相结合,通
MBO is the abbreviation of Management Buy-out. Here, Management means: managers and managers. They can be collectively referred to as “managers.” Buy-out: refers to buying all or most of a company's shares shares to gain control of the company. Therefore, the meaning of MBO is: managers in order to control their company and the purchase of shares of the company's behavior. MBO into Chinese is a “management buyout,” but MBO in China is mostly translated as a “management buyout” because most of the MBOs in China are not just top managers but also mid-level managers and even employees. MBO originated in the United States. In the 1970s, three Americans founded a company called KKR and became the first company in the world to engage in MBO. MBO ideas, the extreme is the case, a company listed on all shares, the CEO wants to buy its shares, but there is no funding. He borrowed money to buy back all the shares that went public. The CEO himself did not have that much money. He needed capital from other investors and borrowed from his share capital. The usual way is to open thirty-seven - 30% of the shares, 70% of the borrowers, holding the 30% stake in the company holds 100% stake in seven companies, in order to give CEO-point incentives, but also to give him 20% of the shares, The remaining 80% owned by the shareholders, this is the so-called MBO. With the development of MBO in practice, its form is also changing. In practice, there are several other forms of MBO. One is the acquisition of MBO by the target company manager and foreign investors or M & A experts Make MBO easier to succeed; second, managers' acquisitions are combined with Employee Stock Ownership Plan (ESOP) or Employee Stocks Acquisition (EBO)