2003年初,财政部在发至原国家经贸委关于《国有企业改革有关问题的复函》中建议暂停受理和审批上市和非上市公司的管理层收购(MBO)。一时间,关于该话题的讨论褒贬不一:是管理层收购本身存在理论缺陷,还是其操作过程不当,因暗箱操作导致国有资产的流失。理论界及实务界各抒己见,存在很大争议。本文认为,客观地讲,管理 In early 2003, the Ministry of Finance proposed to suspend acceptance and approval of MBOs for listed and non-listed companies in the reply to the former State Economic and Trade Commission on “Relevant Issues Concerning SOE Reform.” For a time, the discussion on this topic was mixed: whether there was a theoretical defect in the management buy-out itself, or whether it was operated improperly, and the black-box operation resulted in the loss of state-owned assets. The theoretical and practical circles have their own views and there is great controversy. This article believes that objectively speaking, management