管理层收购与创业机会【外文翻译】

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管理层收购的基本运作方式

管理层收购的基本运作方式

管理层收购的基本运作方式1. 引言管理层收购(Management Buyout,简称MBO)是指公司的管理层通过收购公司股份或资产来控制企业的一种方式。

这种方式通常发生在公司股权转让、合并、重组或私募融资等情况下。

本文将详细介绍管理层收购的基本运作方式。

2. 前期准备2.1 确定目标和策略在进行管理层收购之前,管理团队需要明确目标和策略。

他们需要评估当前企业的状况,确定是否适合进行收购,并制定相应的战略计划。

这个过程可能包括市场调研、财务分析和竞争对手分析等。

2.2 筹集资金进行管理层收购需要大量的资金支持。

管理团队可以通过多种途径筹集资金,例如:自筹资金、银行贷款、风险投资和其他投资者的参与等。

在筹集资金时,要充分考虑利率、还款期限和还款能力等因素。

2.3 协商交易条件在进行管理层收购之前,管理团队需要与现有股东进行协商,确定交易条件。

这包括股份比例、收购价格、退出机制和管理权等方面的协商。

同时,还需要与相关监管机构进行沟通和协调,确保交易符合法律法规。

3. 收购过程3.1 进行尽职调查在正式进行管理层收购之前,管理团队需要对目标公司进行全面的尽职调查。

这包括核查公司的财务状况、经营业绩、合同和法律事务等。

通过尽职调查可以帮助管理团队了解目标公司的风险和机会,为后续谈判提供依据。

3.2 谈判和签订协议在完成尽职调查后,管理团队开始与目标公司的股东展开谈判。

双方将就股权转让、价格和条件等方面进行协商,并最终达成一致意见。

一旦达成协议,双方将签署正式的收购协议,约定交易的具体细节和条件。

3.3 筹集资金并支付款项在签署收购协议后,管理团队需要按照约定筹集足够的资金,并按时支付款项给出售股东。

这可能涉及到银行贷款、风险投资和其他投资者的参与等。

支付款项通常会根据收购协议的约定进行分期支付。

3.4 完成交割和过户手续在支付款项后,管理团队需要与目标公司的股东进行交割和过户手续。

这包括股权转让登记、变更注册信息和办理相关手续等。

管理层收购是结果还是目标管

管理层收购是结果还是目标管

管理层收购是结果还是目标摘耍:管理层收购在国外实施的历史并不算很长,在国内尚属于新鲜事物。

所谓“管理层收购” (Management Buy-Out,缩写为_又称“经理层收购”,是指目标公司的经理层利用杠杆收购这一金融工具,通过负债融资,以少量资金投入收购自己经营的公司。

应该说“管理层收购”是“杠杆收购”(Leveraged Buy-Out,缩写为LB0)的一种。

杠杆收购是利用借债所融资本购买目标公司的股份,从而改变公司出资人结构、相应的控制权格局以及公司资产结构的金融工具。

关键词:管理层收购;问题;结果;目标Abstract: The Management Buy-Out (MBO) has not very long historyof implementation in foreign countries; therefore it is still a newthing in our country. The so-called Management Buy-Out, known as MBO,also known as the "Manager Buy-Out,,,means that the targetcompany's managers use leveraged buyout to purchase their ownbusiness of the company through debt financing and a small amount of funding. It should be said that "Management Buy-Out" is a kind ofLeveraged Buy-Out, known as LBO. Leveraged buyout , a kind offinancial instruments, means that the target company's shares ispurchased by debt financing, which thereby changes the investorstructure of the company, the corresponding pattern of control andthe structure of the company1 s assets .Key words: Management Buy-Out; Problem; Result; Target一、管理层收购的概念所谓“管理层收购”(Management Buy-Out,缩写为MBO)又称“经理层收购”,是指目标公司的经理层利用杠杆收购这一金融工具,通过负债融资,以少量资金投入收购自己经营的公司。

第四章管理层收购

第四章管理层收购

MBO的收购主体要求
1)收购主体必须是原企业的员工,主要为原企业的 高级管理人员 2)法律、行政法规禁止从事商业营利人员不能作为 收购的主体 ,如国家公务员、军人、审判机关、 检察机关在职干部等特殊人员,在特殊身份没有 辞去之前,进行的管理层收购是无效的。 3)法律规定的其他不能参加收购的人员,如原企业 被吊销营业执照的法定代表人,自吊销执照之日 起三年内;因管理不善,企业被依法撤销或宣告 破产的企业负有主要责任的法定代表人在三年内; 刑满释放人员、劳教人员在期满和解除劳教三年 内;被司法机关立案调查的人员,都不能作为MBO 的主体。
代理成本主要表现为逆向选择和道德风险。 所谓逆向选择是管理人员做一些与使股东 利益最大化相反的事情; 所谓道德风险是管理人员不努力工作,不 违反法律和行政法规,只是道德问题。 通过管理层收购,使管理人员由原来的管 理人员变为所有者和经营者,可有效地解 决代理问题。
2.MBO能够有效地促进企业结构和产业结构 的调整,重新整合企业的业务
管理层收购和一般意义的并购有何区别?
1.收购主体不同:管理层收购买方是企业内部的自家人, 卖方是该企业的股东,是自家人之间的交易;而一般的 企业并购,对买方或卖方而言,其对象都是外部的企业。 2.收购动机上的区别:管理层收购主要是发掘管理效率 潜力或资产潜力;一般的企业并购动机多为追求规模效 应、协同效应或者多元化经营效应或避税等。 3.融资上的区别:管理层收购的资金来源是以被收购企 业作抵押获得的借贷资金;一般企业的并购,资金来源 有多种。 4.企业文化融合的区别:管理层收购下,经营者是在被 收购企业的文化中成长起来的,不会出现企业文化摩擦; 一般的企业并购,在更换领导班子的情况下,企业文化 的整合难度较大。
目前我国对MBO没有明确的政策和法律规定,更多 的是涉及国有及集体资产转让的规定,包括: 《国有企业财产监督管理条例》、《企业国有资 产管理产权登记管理办法》、《国有资产评估管 理办法》、《企业国有产权向管理层转让暂行规 定》等等。 现行法律法规对管理层收购的主要限制如下:

管理层收购(MBO)理论综述

管理层收购(MBO)理论综述

管理层收购(MBO)理论综述【摘要】:MBO (管理层收购) 已成为中国国企改革的一条重要实施路径。

文章首先对MBO 的起源及理论基础进行阐述, 随着该理论在经济中的运用和发展,对该理论的解释可以从很多方面着手,本文将其归纳为三种: 代理成本说、防御剥夺说和企业家精神说。

虽然这三种理论从不同的侧面来强调管理层收购的收益,但实质上是相同的。

【关键词】:国企改革;管理层收购;杠杆收购;剩余索取权一、引言1、MBO的基本概念MBO是英文Management Buy-out的缩写,意为管理层收购,主要是指公司的经理层利用借贷所融资本或股权交易收购本公司的一种行为。

通过收购使企业的经营者变成了企业的所有者。

由英国经济学家麦克怀特于1980年予以界定的。

由于管理层收购在激励内部人员积极性、降低代理成本、改善企业经营状况等方面起到了积极的作用,因而它成为20世纪70-80年代流行于欧美国家的一种企业收购方式。

MBO是在传统并购理论基础上发展起来的一种企业收购方式,这一收购方式的特殊性在于收购主体以标的公司的管理层为核心,公司管理层通过所在企业的部分或全部股权,完成从单纯的管理者到股权所有者的转变,进而引起公司所有权、控制权,剩余索取权、资产等变化。

因此,管理层的核心在于管理层通过股权收购获得所在公司控制权。

当管理层融资收购完成之后,会对企业的治理结构产生三个有利的效应:一是股权集中带来的改善监督的效应;二是管理层的激励效应;三是债务约束效应。

虽然管理层收购可能产生以上三种有利效应,但是在某种程度上说管理层是对现代企业制度的一种反叛,因为其追求的是一种所有权和经营权的集中。

管理层收购行为产生的体制基础是现代企业制度中所存在的代理成本问题以及由此产生的管理现代企业制度中所存在的代理成本问题以及由此产生的管理低效问题。

通过管理层对公司的收购实现经理人对决策控制权、剩余控制权和剩余索取权的接管,从而降低代理成本,减少对经理人权力的约束,管理层收购实际上是对过度分权导致代理成本过大的一种矫正。

管理层收购:作用、效果及影响

管理层收购:作用、效果及影响

管理层收购:作用、效果及影响管理层收购(Management Buy-outs,MBO)和员工持股计划正在引起国内企业界特别是高新技术企业的重视。

许多经济学家、企业领导认为,管理层收购是中国企业特别是高新技术治理结构改革、企业绩效改变的有效方法,管理层收购将在未来几年内成为中国高新技术企业优化公司治理结构的主流性重组手段。

评估管理层收购对我国高新技术企业的影响,我们必须从管理层收购在西方迅速发展的原因和中国高科技企业在公司治理结构方面存在的问题入手,客观地分析管理层收购的作用和效果。

管理层收购何以发展迅速管理层收购即管理企业的管理层通过经济手段变成企业所有层的过程。

在MBO过程中,企业管理层往往通过外部融资机构帮助收购所服务的企业的股权,从而完成从单纯的企业管理人员到股东的转变。

管理层收购在最初是金融工程中一种杠杆融资、或抵御敌意收购的一种方式。

近年来,由于经济的发展,管理层收购逐渐从一种单纯的金融工具逐渐演变成为改变公司治理结构和促进公司管理、激励机制变化的有效工具。

在西方发达国家,公司的产生是少数创始人投资而成。

在公司成长壮大后,所有者会愈来愈求助于社会资本(贷款、债券、私募、上市等)来发展。

这样的结果是:一方面公司所有权被广泛分散到不承担任何管理责任的投资者手中;另一方面,由于企业的管理愈来愈复杂,对专业管理知识的要求愈来愈高,尤其是近20年来,高新技术产业迅速发展,一大批公司的实际控制权转移到专业的管理层手中。

这种分离在六七十年代形成高潮,一大批战后从高校培养出来的管理和技术精英渐渐把持了公司的管理大权,由于知识经济的独特性,技术和无形资产逐渐在高新技术企业的发展中起到了关键的作用,但是许多技术和管理诀窍却掌握在管理层的头脑中,伴随这种管理层的扩张,股东对公司的控制力越来越有限,这种缺乏所有权制约的管理权扩张,最终损害股东的利益。

同时高新技术产业的高风险特性使得股东为了更有效地控制风险,而将更多的决策和财务控制权转移给管理层,使得管理层对公司发展的作用控制越来越依赖于管理层和技术层的主观控制,这样就在无形中增加了股东与管理层之间的利益冲突,股东为了行使权力保障自己的权利,必然增加各种手段加强对管理层的监督,无形之中又增加了企业的运作成本。

第七章管理层收购的内容

第七章管理层收购的内容

第一节管理层收购概述一、管理层收购的涵义和特征(一)管理层收购的涵义管理层收购即英文的Management Buy-outs,简称“MBO”,中文有时也译成“管理者收购”。

在这里,Management是经理、管理人员的意思,可以统称为“管理层”,Buy-outs是指通过购买一个公司的全部或大部分股份(shares)或资产来获得该公司的控制权。

所以,管理层收购可以定义为:目标公司的管理层利用借贷所融资本收购本公司的全部或大部分股份,从而改变本公司所有权结构、控制权结构和资产结构,进而达到重组目标公司的目的并获取预期收益的一种收购行为。

从管理层收购的定义中可以发现,管理层收购有三个关键点:一是收购主体是目标公司的管理层;二是收购资金的来源于借贷;三是收购的结果是获得目标公司的控制权。

对这些关键点我们将在管理层收购的特征中进一步阐述。

在资本市场相对成熟的西方发达国家,MBO是LBO即"Lmemgd Buy-outs"即“杠杆收购”的一种。

杠杆收购是一种利用高负债融资,购买目标公司的股份,以达到控制、重组该目标公司的目标,并获得预期收益回报的一种收购行为。

通常组织杠杆收购的投资者有以下几类:(1)专业并购公司以及专门从事并购业务的投资基金公司;(2)对并购业务有兴趣的机构投资者;(3)由私人控制的非上市公司或个人;(4)能通过借债融资收购的目标公司内部管理人员。

只有在第四类情况下即只有运用杠杆收购的主体是目标公司的管理者或经理层,公司的管理层决定使公司或公司的子公司由公众公司变为私人公司,LBO才演化成MB0,即管理层收购。

因为收购交易需要大量资金,管理层通常会靠借入资金完成交易。

为使股东愿意出售自己的股票,管理层的报价必须是在当前的市场价格之上加上一定的风险补偿。

因此,管理层必须保证成为私人公司后的盈利比作为公众公司时的更大。

(二)管理层收购与一般企业并购的区别管理层收购是企业管理层人员通过外部融资机构帮助收购其所服务企业的股权,从而完成由单纯的企业管理者到控股股东的转变。

外文翻译--管理层收购与创业机会

本科毕业论文(设计)外文翻译原文:Management buyouts and entrepreneurial opportunities Introduction: A management buyout (MBO) occurs when a company is purchased by its incumbent man agreement. These purchases are often the result of the sale of a division by a parent company. The MBO may be regarded as providing the new management team with unexpected opportunities and a change in circumstances, the key change being that the team members no longer fulfill the role of employee but are now the risk takers. The managers become the providers of some, or all, of the capital. However, in return for the financial stake, they gain the incentive of sharing directly in the profitability of the firm.There is no single definition of an entrepreneur, but a generally accepted starting point is to regard the entrepreneur as someone who perceives an opportunity and initiates actions in pursuit of that opportunity. That someone may be an individual or a group of individuals acting together. An MBO clearly falls within this interpretation, since the opportunity being presented is that of becoming the new owner of a business.The MBO also provides interesting insights into the ownership-control performance debate. Large firms tend to have diffuses hare ownership which, it is claimed, permits managerial discretion. One possible consequence of this is poorer performance. How-ever, alternative models, for example the markets and hierarchies (or the internal organization model), argue that adopting the appropriate internal structure prevents discretion and boosts performance. However, there is only limited evidence to support this view. The MBO is one method of solving this potential problem by concentrating ownership within a small number of clearly defined groups.This article looks at the reasons behind MBO and discusses how the concept of entrepreneurship is a helpful framework within which to analyze the MBO market.The market for MBOAn MBO involves the transfer of ownership in such a way that the original owners now have either very little or no ownership of the newly formed company. Normally, the man-agreement team provides part of the value of the purchase from its own personal funds. In some circumstances the MBO team provides all of the funds, in others significant share-holdings are taken by venture capitalists.The presence of the venture capitalists or other financial institutions is important because the management team has to ensure an adequate return to those who helped fund the MBO; thus they would be expected to provide effective monitoring of the manage ment’s actions.The market for MBO consists of three elements: companies willing to sell, management teams willing to buy and mechanisms for financing deals. In terms of the supply of companies available for MBO, the following are the main sources: Buyouts from independent companies in receivershipAt first glance, MBO from companies in receivership do not appear to have much chance of success given that the same management will be in place after the buyout. However, it is probable that prior to receivership, the MBO team would have had neither the authority nor the freedom to manage in the way it thought best.Buyouts from parent companies in receivershipThese would provide the same opportunities as above in that the managers would now be able to make their own decisions.Buyouts from parent companies by means of divestmentDivestment occurs for a variety of reasons. Some of these are: activities making insufficient profit; operations may be either loss making or only marginally profitable; assets may be sold to raise capital for projects perceived to be more profitable, or the parent may wish to cease producing specific goods or services.Buyouts as a result of the retirement of the ownerBuyouts as part of the privatization processIn a number of areas, for example buses, freight and rail, he UK Government’s pol icy of transferring assets from the public to the private sector has resulted in theincumbent management successfully tendering for the right to manage the business. Entrepreneurs and entrepreneurshipThere is no single definition of the term“entrepreneur”.However, an entrepreneur may be thought of someone who undertakes a variety of activities. For example an entrepreneur may start a business, change a busines s’s direction, acquire a business or be involved in innovative activity.Explicit in this is that the entrepreneur is a risk taker and has the opportunity to initiate and implement decisions which deal with the uncertain business environment within which the firm operates. The business environment consists of many complex interrelated elements including:Customers;Competition;Economic factors;Social and demographic trends;Government policy–both macroeconomic and microeconomic;TechnologyWithin the overall environment, the entrepreneur is responsible for identifying and meeting market needs.Entrepreneurs are often discussed in terms of starting a business. Osborne identifies five strategies necessary for successful entrepreneurial start-ups:1 identifying unmet demand;2 developing new products which meet changing market conditions;3 producing marketing and financial plans;4 weighing up risks and rewards;5 having the necessary resources to launch the businessAlthough the emphasis is on start-ups, the strategies apply equally to MBO. This is because, although trading has previously taken place, the business is effectively starting a new with a new set of owners and a different senior management team.The process itself opens up continuous opportunities for entrepreneurial activity, notwithstanding the ever-present uncertain operating environment. Usually theprocess begins with an innovative idea which requires the subsequent setting up of an appropriate organizational framework. This in turn permits the implementation and development of the innovation into the final good or service to be provided. Finally, the success of the process is measured by the growth of the organization in terms of strategies, structures, culture, products and performance.Entrepreneurship requires more than just the identification of new opportunities. Additional qualities such as imagination, commitment, decisiveness and self-confidence are also important elements of the entrepreneurial process.The researchIf MBO are driven by entrepreneurial motives, we would expect post-MBO performance to be better than pre-MBO performance. This premise is supported by a number of UK studies. Wright and Coyne found that 38 percent of their sample of MBO experienced substantial, steady growth in profits, with 72 percent experiencing at least some improvement in profits. Similar significant improvements to profitability were found in other studies. Bannock showed that 37 percent reported substantial increases in profitability, with a further 29 percent experiencing a modest increase. In contrast, two of the studies also found that quite large minorities of MBO experienced reductions in profitability after the MBO, 24 percent and 16 percent.Thus, the evidence indicates that MBO generally result in measurable improvements in performance. The overall result is consistent with the view that MBO present entrepreneurial opportunities for the management involved and that they exhibit the determination and dedication to grasp the opportunities offered.The hypothesesThe general proposition being made is that MBO provide entrepreneurial opportunities for management which had previously operated within organizations which had had an adverse effect on managerial decision making. This leads to the following hypotheses:H1: Performance will improve in the post-MBO period.H2: The effect on jobs is unclear, but wide-spread job losses would not be expected given that the management would be trying to gain the support of the work-force.H3: Improved financial management would occur.H4: Management efficiency, as measured by net assets turnover, will increase.The data and methodologyA sample of 37 private sector MBO was collected from three sources: first, EXTEL, which is a database that provides a list of companies subject to MBO; second, The Investor’s Chronicle, which publishes occasional surveys on MBO; and third, a CSO printout of merger activity which includes MBO. The sample covered a wide range of industries and covered MBO which occurred between 1989-1992.The performance data compared the situation at the time of the MBO with that of two years after the MBO. Data were collected on profit per employee, profit margins, creditor days, debtor days, net asset turnover, employment and sales.The resultsMBO sourcesBy far the most common source of MBO, 87 percent, occurred as the result of parent divestment. Receivership accounted for 8 per cent and retirement the other 5 per cent. The high incidence of divestment may be explained by the widespread strategy of moving back towards a core business. This strategy is likely to have been encouraged as the economy moved into recession during the period being analyzed. Performance indicatorsIn terms of cash management, the post-MBO period has seen the vast majority of firms, 76 percent, paying their bills more quickly than before. This may be because the suppliers regarded the new firm as exhibiting a higher risk than before and so they insisted on more rapid payment. Although this may improve relations with suppliers, it also means that cash has to be generated more quickly so that the payments can themselves be made. In addition, paying more quickly means that interest is being forgone since the cash is no longer on deposit. However, a more rapid payment may save money if the policy enables the firm to take advantage of discounts available for prompt payment.MBO size and performanceOne of the key arguments behind the growth of MBO is that it frees the newmanagement from the stifling bureaucratic and institutional frameworks previously experienced. Implicit in this is an assumption that smaller, more cohesive units are more likely to provide the necessary impetus to realize the available entrepreneurial opportunities. Thus, the impact of size on the performance variables is an important issue in the assessment of the success of MBO.There is some evidence that the larger MBO firms increased the length of their payment periods. In contrast, the smaller firms tended to make payments earlier. This suggests that suppliers regarded the new firms as a higher risk than before because they were no longer part of a larger, more financially secure organization.As far as employment is concerned, it shows that there is a clear positive relationship between job creation and firm size with almost one-third of the firms increasing jobs occurring in the largest MBO category. In contrast, the smallest firms had the smallest proportion of increases in employment, (only 18 percent), and the largest proportion of firms shedding workers (some 38 percent). The employment changes highlight some of the conflicts faced within the entrepreneurial process. However, the action may be in response to the business environment in general, and trading conditions in particular. Given that the period under discussion included a recession, the business environment point may be more relevant.ConclusionsMBO are an important element of the market for corporate control. They represent an opportunity for managers to become risk takers by accepting a financial stake in the business. The MBO may also be seen as part of an entrepreneurial process which is triggered by the MBO. Thus MBO conform more closely to the management idea of entrepreneurship as opposed to concepts based on innovative behavior, personal drive or intuition. These types of entrepreneur are more likely to be associated with the conception and start-up phases of a business.The results of the study provide evidence to support the view that MBO activity is driven by the entrepreneurial process. The majority of firms experience increased profitability, with the increase being more common for smaller MBO. A less clear picture emerges when cash management changes are assessed. It may be expected thatfirms would increase the number of creditor days and decrease the number of debtor days. It has been shown, however, that debtor days were reduced as were creditor days. One explanation of the latter is that suppliers perceived the new firm to be a greater risk and so demanded earlier payment. Alternatively, the reduction may have been part of a strategy to improve relations with suppliers. Once this had been decided (or imposed) a reduction in debtor days becomes vital. Of the nine firms which did increase time taken to pay bills, six also reduced the time in which customers were expected to settle their debts. Thus only 16 percent of the sample behaved in the way originally anticipated.Source: Charlie Weir, (1996) "Management buyouts and entrepreneurial opportu nities", Management Decision, V ol. 34, pp.23-28.译文:管理层收购与创业机会简介:管理层收购即是一家公司被它现有的管理层购买。

管理层收购存在的财务问题

管理层收购存在的财务问题作者:何一倩来源:《财税月刊》2018年第06期一、管理层收购的基本概念管理层收购,源于“Management Buyout”,缩写是MBO。

此中“Management”的中文翻译为“公司管理层”,在传统的英美字典中buyout被称为“采办一个企业或行业”。

总而言之,MBO 将公司的经营者转变成企业主,是一种特别的杠杆收购。

与其他的并购方法相比较具有以下三个基本特征:(一)MBO的收购者一般是企业的管理层。

相比与其他收购者而言,管理者获取信息便捷,对被收购企业的营业状况以及规划有着较为周全、详细的认知,所以他们实施收购的成功性就会远高于其他人。

(二)MBO使用借贷筹资。

因为要进行收购所要的资金很多,但是管理层财力是有限的,在这种情况下,一般就通过财务杠杆靠对外借贷获得资金。

(三)实行MBO后公司的所有权布局发生变化。

公司可能由原来所有权和经营权相互分开而转变成为所有权和经营权相统一;或由本来集团拥有的子公司转化成独立存在的企业。

二、我国企业管理层收购存在的财务问题由于我国是计划经济,并且管理者的管理能力也一直也没有认可与回报,又由于相关法律制度的不完备,使我国在MBO的活动中,出现了很多问题,并产生了严重的负面影响。

(一)MBO的定价公允性问题我国MBO的竞价体系达不到西方国家那样成熟,又因为管理层和股东在所处职位及专业水平上的制约,再加上各类法律法规的缺陷,难以制定较为公正的定价。

观察已实行MBO的企业,可发觉在定价方面有如下漏洞:1.收购价格缺乏透明度和公平性我国管理层收购的收购价多是政府与管理层商洽确定,缺乏充足的透明度,易产生“串谋"。

政府成了MBO的推动者,各级政府不仅是评判人,拟定收购要求和负责监督管理,还是运动者,介入国资产权的交易。

而公司的高管大多是由政府任命的,很难保证收购在平等的市场下实行。

2.收购价格过低根据目前的MBO活动来说,绝大部分的收购价都远小于企业股票的每股净资产。

例谈管理层收购的应用

例谈管理层收购的应用一、管理层收购的内涵所谓“管理层收购”(Management Buy-Out,缩写为MBO)也称经理层收购或经理层融资收购,是指目标公司的管理者或经理层(经营班子)利用借贷所融资本购买本公司的股份,从而改变公司所有者结构、控制权结构和资产结构,进而达到重组本公司,并获取预期收益的一种收购行为。

管理层收购的收购主体一般是目标公司的管理者、经理层或者包括核心员工在内的经营团队;收购工具为利用私人借贷、信托计划、战略协购、风险投资等各种金融形式所融得的资本;收购对象为目标公司的股权;收购目的在于改变本公司所有者结构、控制权结构和资产结构,实现所有权和经营权的有效结合,从而达到重组公司各种资源,挖掘潜在管理效率空间,提升公司价值,从而获得预期资本收益的一种收购行为。

二、管理层收购在我国企业融资应用中存在的问题管理层收购已越来越成为现代企业改制重组的重要手段,同时作为一种融资方式在一定程度上也对企业的融资活动起到了积极的促进作用,但这种融资方式在实际应用中也存在着诸多不足和问题,主要体现在以下几个方面:(一)融资渠道相对狭窄目前,我国的金融市场尚不成熟,金融工具单一、融资渠道不畅等因素的存在都不利于管理层收购所需的巨额资金,需求和供给的不平衡,容易导致其正常融资不能实现。

同时,我国管理层收购的债务融资主要以借贷方式为主,缺乏信用贷款、卖方融资、公司债券、商业票据等融资方式的混合使用,由于可选择债权人少,无法通过与多个投资者签订长期借贷和短期借贷的多元化债务合约,导致融资风险过于集中,尤其是利率风险。

(二)定价的非市场化我国管理层收购基本采用协议收购的方式,定价的非市场化,使得其公允性遭到质疑。

因此,进行管理层收购必须考虑大多数股民的利益,防止出现侵害中小股东权益的情况。

这些非市场化的因素也成为国有资产流失、侵占中小股东利益等我国企业管理层收购中存在弊病的根源。

(三)信息披露机制不健全如收购价格披露不全面,收购资金来源甚少披露,关联交易和内部人员交易导致对国有资产监控的难度加大,收购主体与被收购的目标公司之间关系不明确等。

外文翻译--管理层收购在欧洲作为私有化工具(可编辑)

本科毕业论文(设计)外文翻译原文:Management Buy-outs as an Instrument of Privatization in Eastern EuropePrivatizing government enterprises is one of the most difficult tasks in the transformation process taking place in the former socialist economies. What contribution do management buy-outs have to make in coping with that task?All the countries of Eastern Europe and the CIS are currently in the process of replacing their planned economies with market economic systems. Such a transformation requires the state to make a rapid withdrawal from planning responsibility and substantially to renounce its rights of ownership over the means of production. The prime tasks involved in bringing that about are to create a new system of private law and to privatize government enterprises. Whereas it is possible, formally at least, to introduce a system of private law very swiftly, it is a much more time-consuming and difficult matter to transfer ownership of the means of production to private hands.The difficulty arises partly out of the very scale of the privatization task. The state's share of the means of production in theformer socialist countries is virtually 100%, with the exception of Hungary where experiments with private enterprise have a certain tradition. In Western Europe and the USA, on the other hand, the level of state involvement is only approximately 10%and even in the Scandinavian countries, which are often described as socialist, state ownership does not play a significant part. Thus the countries of Eastern Europe will need to transfer four-fifths of their economies to private ownership if they want to create similar conditions to those of Western Europe regarding ownership of the means of production.Privatization AlternativesIf significant successes in privatizing state enterprises are to be achieved swiftly, a comprehensive strategy is needed which provides for all conceivable forms of privatization to be applied where and when suitable. The basic alternatives available are a stock market flotation, direct sale to outside investors, and various forms of management buy-out MBO .The flotation of former government enterprises on the stock market, like the various coupon models also under discussion, has the advantage that participating shares can be widely dispersed among the general public. In addition, the enterprise will also subsequently be subjected to the locative and supervisory mechanisms inherent in the capital markets. However, in contrast to Western Europe, where stock market flotations ofgovernment enterprises have frequently been successfully carried out, particularly in Italy, France and the United Kingdom, there are limits to the effectiveness of this approach in Eastern Europe. For one thing, the high costs involved mean that this method can only be considered for very large enterprises, while for another the eligibility of enterprises for the capital markets, and the capital markets themselves, are not yet sufficiently developed.Successes in Eastern GermanyThe wave of "minor" privatization in the wholesaling, retailing and services sector in eastern Germany is now almost complete, and the vast majority of the 30,000 businesses involved have been sold to existing management or employees. In manufacturing, which comprised approximately 10,000 different businesses after the first phase of declamation, 5,000 privatizations had been carried out by March 1992, of which approximately 20%were MBO. Roughly half of the MBO companies now operating in eastern Germany employ less than 50 people; however, for businesses in the manufacturing sector the average number of employees’ is180. MBO privatization has predominantly occurred in industries where a rapid return on investment can be expected or, in others words, in the service sector and in wholesaling and retailing. Nevertheless, the by no means inconsiderable number of management buy-outs in core industrial sectors such as the machine tools and appliances industries, vehiclemanufacturing, steel, optical instruments and precision mechanics does show that more investment-intensive areas can also be privatized by this method. Managers tend especially to buy up businesses if local competition is relatively low.As regards the 3,500 small or medium-sized businesses remaining to be privatized as of March 1992 , which is responsible for coordinating privatization, intends to give preference to the management buy-in approach. It has developed its own concept to promote initiatives of this kind, which includes giving priority to MBI bids if they match the value of other offers received. It is also helping to find suitable buy-in managers, and giving support in the disposal of non-core assets in order to keep down the purchase prices of the businesses concerned. Other measures included in the concept are payment holidays for the purchaser and the provision of loan guarantees for funding related to the transaction2 In all, a total of approx.3-4,000 MBO transactions can be expected in eastern Germany's manufacturing industry. If one assumes an average of 100-150 employees per enterprise bought out, that would mean that something over one quarter of a million jobs can be secured by means of MBO.Management Buy-Outs in Eastern EuropeIf one assumes that there are approximately 100,000 industrial enterprises in Eastern Europe and the CIS, which need to be delimitatedso as to give a total of at least 200,000 to 300, 000, that would mean 70,000 to 100,000 potential MBO transactions even if only one third of the privatizations carried out took that route. An estimate of the potential MBO volume in "minor" privatizations in Eastern Europe based on eastern German figures is one million operating units. However, the present position in these countries as regards MBO privatization is a difficult one to assess:In Poland, approximately 100,000 retailing businesses have been privatized since the privatization law was passed in July 1990, most of these via MBO. In the industrial sector, approximately 1,000 government enterprises have been "liquidated", which generally means that they have been taken over by their managements.In the course of "minor" privatization in Czechoslovakia, 16,500 small firms have passed to private owners since January 1991, and another 30,000 small and medium-sized businesses are candidates for MBO.In Hungary, the number of MBO in retailing and services is much smaller simply because many of the businesses were already operating as private enterprises.Since 1989,there have been a number of MBO, including large-scale ones, in manufacturing industry.In Russia, numerous de facto privatizations via MBO have been carried out in the last three years, some of which have involved relatively largeenterprises. Because the lines of demarcation between different forms of ownership have become more and more blurred by the many legislative changes, the status of private enterprise in Russia is especially difficult to ascertain. The only approach which would so far appear to be guaranteed in law is the special buy-out variant in which the entire workforce of an enterprise takes over its ownership to form a cooperative. MBO might be expected to play a relatively more significant part in the privatization process in Eastern Europe than they have done in former East Germany. Because of the special difficulties associated with any moves to stimulate these economies by founding new private enterprises, and because foreign investors have been very hesitant to become involved there, a takeover by the management is virtually the only practicable form of privatization which remains.Incentive and Control StructuresOn the level of the individual firm, the most important benefit produced by an MBO transaction is that it firmly ties in the incentive and control structures which are vital to raising efficiency. An obvious incentive, but no less effective for that, to produce thoroughgoing improvements comes directly from the management's participation in the capital value of the enterprise. Because this creates a direct link between the participating income to which the managers are entitled and the profits earned by the company as a whole, it can be assumed that theywill redouble their efforts to make it a commercial success. The same also applies if second and third-level management or the workforce as a whole are granted ownership participation. The supervisory and control structures are further intensified by the fact that MBO companies tend to carry a large amount of debt. Interest and loan service costs impose a hard budget constraint on management, from which it has no escape. In order to meet its payment obligations, it is compelled to pay out all the cash-flow generated, without having the option of retaining it for future use.Problems in Eastern EuropeBecause the legal framework which ought to govern the legitimate sale of government property to interested managers is largely still lacking in Eastern Europe, quite a considerable number of the MBO transactions during the first privatization phase which is still continuing have been so-called" spontaneous privatizations". They take advantage of the collapse of the old bureaucratic structures, which means they have virtually unlimited freedoms during the current transitional phase. One method often used to take hold of a new firm, for example, is to begin by hiving off a number of facilities from the enterprise and then to purchase them on favorable terms. Although these self-made agreements create the same outcome as legal MBO in economic terms, they are in fact tantamount to the theft of government property.There are also two different points of view on the problem of the state being taken advantage of when an enterprise is privatized, via a management buy-out or indeed by any other means. The public in the reforming countries has been right to criticize the unjust gains made by purchasers; as events in Hungary have shown, spectacular frauds may even have a negative influence on the entire privatization process. However, one has to ask whether it can really be allowed to be the foremost priority of privatization policy to obtain a "fair" sale price, as high as possible, for the assets concerned. There may in fact be circumstances in which the objective of imizing sale proceeds ought to take second place to the more important goal of creating an enterprise structure in which small and medium-sized businesses feature strongly.Hence even the high profits earned by the first rush of managers making buy-outs do have a positive side to them, for the signals they have given to others who might want to follow in their footsteps will, regardless of other critical aspects concerning the distribution of income and wealth, accelerate the whole process of the development of competition. The sale of real estate sites, often the only valuable assets possessed by Eastern European industrial enterprises, at substantially below their real values may indeed have brought certain people quickly to riches, but at least these sites will be put to some meaningful use by their new purchasers before very long.The problem of insufficient competence on the part of the managers making buy-outs in Eastern Europe ought not to be exaggerated. Even though the turbulent environment in which these changes of ownership are made will make considerable entrepreneurial demands on the management teams taking over the businesses, their capacity to learn from experience should not be underestimated: the average age of the managers concerned, if east German experience is any indication, is between 35 and 40 years, and these people have all needed a good deal of improvising talent in the past to survive under the planned economy.The general financial stability of MBO firms, on the other hand, is indeed a more critical factor. Although the relatively low capitalization of these firms does in individual cases mobilize the last reserves their managers have available to behave efficiently in the market, many of the companies founded by MBO are in fact built on rather shaky financial foundations. Thus the advantage of the superior control structure provided by a small group of ownership participants is counteracted from a financial point of view by the disadvantage of a narrow funding base. In this situation, the funds necessary to carry out investment to secure the firm’s future can often not be obtained. This assessment is confirmed by surveys carried out in eastern Germany. At an average of DM 11,000 per employee, MBO firms have a far lower volume of investment than other privatized firms, which have been investing in the order of DM 80,000 peremployee.No matter what problems may be associated with MBO activities in Eastern Europe, one ought not to overlook the fact that there are frequently no alternatives available in practice to a takeover of former government enterprises by their managements. In Eastern Europe apart from former East Germany, privatization has so far almost inevitably been synonymous with management buy-outs.Source:Harald Sondhof and Markus Stahl,1992 ”Management buyouts and entrepreneurial opportunities”,Intereconomics , Vol. 27, Number 5, pp210-214.译文:管理层收购在欧洲作为私有化工具国营企业私有化改造,是前社会主义国家经济发展过程中最困难的任务之一。

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本科毕业论文(设计)外文翻译原文:Management buyouts and entrepreneurial opportunities Introduction: A management buyout (MBO) occurs when a company is purchased by its incumbent man agreement. These purchases are often the result of the sale of a division by a parent company. The MBO may be regarded as providing the new management team with unexpected opportunities and a change in circumstances, the key change being that the team members no longer fulfill the role of employee but are now the risk takers. The managers become the providers of some, or all, of the capital. However, in return for the financial stake, they gain the incentive of sharing directly in the profitability of the firm.There is no single definition of an entrepreneur, but a generally accepted starting point is to regard the entrepreneur as someone who perceives an opportunity and initiates actions in pursuit of that opportunity. That someone may be an individual or a group of individuals acting together. An MBO clearly falls within this interpretation, since the opportunity being presented is that of becoming the new owner of a business.The MBO also provides interesting insights into the ownership-control performance debate. Large firms tend to have diffuses hare ownership which, it is claimed, permits managerial discretion. One possible consequence of this is poorer performance. How-ever, alternative models, for example the markets and hierarchies (or the internal organization model), argue that adopting the appropriate internal structure prevents discretion and boosts performance. However, there is only limited evidence to support this view. The MBO is one method of solving this potential problem by concentrating ownership within a small number of clearly defined groups.This article looks at the reasons behind MBO and discusses how the concept of entrepreneurship is a helpful framework within which to analyze the MBO market.The market for MBOAn MBO involves the transfer of ownership in such a way that the original owners now have either very little or no ownership of the newly formed company. Normally, the man-agreement team provides part of the value of the purchase from its own personal funds. In some circumstances the MBO team provides all of the funds, in others significant share-holdings are taken by venture capitalists.The presence of the venture capitalists or other financial institutions is important because the management team has to ensure an adequate return to those who helped fund the MBO; thus they would be expected to provide effective monitoring of the manage ment’s actions.The market for MBO consists of three elements: companies willing to sell, management teams willing to buy and mechanisms for financing deals. In terms of the supply of companies available for MBO, the following are the main sources: Buyouts from independent companies in receivershipAt first glance, MBO from companies in receivership do not appear to have much chance of success given that the same management will be in place after the buyout. However, it is probable that prior to receivership, the MBO team would have had neither the authority nor the freedom to manage in the way it thought best.Buyouts from parent companies in receivershipThese would provide the same opportunities as above in that the managers would now be able to make their own decisions.Buyouts from parent companies by means of divestmentDivestment occurs for a variety of reasons. Some of these are: activities making insufficient profit; operations may be either loss making or only marginally profitable; assets may be sold to raise capital for projects perceived to be more profitable, or the parent may wish to cease producing specific goods or services.Buyouts as a result of the retirement of the ownerBuyouts as part of the privatization processIn a number of areas, for example buses, freight and rail, he UK Government’s pol icy of transferring assets from the public to the private sector has resulted in theincumbent management successfully tendering for the right to manage the business. Entrepreneurs and entrepreneurshipThere is no single definition of the term“entrepreneur”.However, an entrepreneur may be thought of someone who undertakes a variety of activities. For example an entrepreneur may start a business, change a busines s’s direction, acquire a business or be involved in innovative activity.Explicit in this is that the entrepreneur is a risk taker and has the opportunity to initiate and implement decisions which deal with the uncertain business environment within which the firm operates. The business environment consists of many complex interrelated elements including:Customers;Competition;Economic factors;Social and demographic trends;Government policy–both macroeconomic and microeconomic;TechnologyWithin the overall environment, the entrepreneur is responsible for identifying and meeting market needs.Entrepreneurs are often discussed in terms of starting a business. Osborne identifies five strategies necessary for successful entrepreneurial start-ups:1 identifying unmet demand;2 developing new products which meet changing market conditions;3 producing marketing and financial plans;4 weighing up risks and rewards;5 having the necessary resources to launch the businessAlthough the emphasis is on start-ups, the strategies apply equally to MBO. This is because, although trading has previously taken place, the business is effectively starting a new with a new set of owners and a different senior management team.The process itself opens up continuous opportunities for entrepreneurial activity, notwithstanding the ever-present uncertain operating environment. Usually theprocess begins with an innovative idea which requires the subsequent setting up of an appropriate organizational framework. This in turn permits the implementation and development of the innovation into the final good or service to be provided. Finally, the success of the process is measured by the growth of the organization in terms of strategies, structures, culture, products and performance.Entrepreneurship requires more than just the identification of new opportunities. Additional qualities such as imagination, commitment, decisiveness and self-confidence are also important elements of the entrepreneurial process.The researchIf MBO are driven by entrepreneurial motives, we would expect post-MBO performance to be better than pre-MBO performance. This premise is supported by a number of UK studies. Wright and Coyne found that 38 percent of their sample of MBO experienced substantial, steady growth in profits, with 72 percent experiencing at least some improvement in profits. Similar significant improvements to profitability were found in other studies. Bannock showed that 37 percent reported substantial increases in profitability, with a further 29 percent experiencing a modest increase. In contrast, two of the studies also found that quite large minorities of MBO experienced reductions in profitability after the MBO, 24 percent and 16 percent.Thus, the evidence indicates that MBO generally result in measurable improvements in performance. The overall result is consistent with the view that MBO present entrepreneurial opportunities for the management involved and that they exhibit the determination and dedication to grasp the opportunities offered.The hypothesesThe general proposition being made is that MBO provide entrepreneurial opportunities for management which had previously operated within organizations which had had an adverse effect on managerial decision making. This leads to the following hypotheses:H1: Performance will improve in the post-MBO period.H2: The effect on jobs is unclear, but wide-spread job losses would not be expected given that the management would be trying to gain the support of the work-force.H3: Improved financial management would occur.H4: Management efficiency, as measured by net assets turnover, will increase.The data and methodologyA sample of 37 private sector MBO was collected from three sources: first, EXTEL, which is a database that provides a list of companies subject to MBO; second, The Investor’s Chronicle, which publishes occasional surveys on MBO; and third, a CSO printout of merger activity which includes MBO. The sample covered a wide range of industries and covered MBO which occurred between 1989-1992.The performance data compared the situation at the time of the MBO with that of two years after the MBO. Data were collected on profit per employee, profit margins, creditor days, debtor days, net asset turnover, employment and sales.The resultsMBO sourcesBy far the most common source of MBO, 87 percent, occurred as the result of parent divestment. Receivership accounted for 8 per cent and retirement the other 5 per cent. The high incidence of divestment may be explained by the widespread strategy of moving back towards a core business. This strategy is likely to have been encouraged as the economy moved into recession during the period being analyzed. Performance indicatorsIn terms of cash management, the post-MBO period has seen the vast majority of firms, 76 percent, paying their bills more quickly than before. This may be because the suppliers regarded the new firm as exhibiting a higher risk than before and so they insisted on more rapid payment. Although this may improve relations with suppliers, it also means that cash has to be generated more quickly so that the payments can themselves be made. In addition, paying more quickly means that interest is being forgone since the cash is no longer on deposit. However, a more rapid payment may save money if the policy enables the firm to take advantage of discounts available for prompt payment.MBO size and performanceOne of the key arguments behind the growth of MBO is that it frees the newmanagement from the stifling bureaucratic and institutional frameworks previously experienced. Implicit in this is an assumption that smaller, more cohesive units are more likely to provide the necessary impetus to realize the available entrepreneurial opportunities. Thus, the impact of size on the performance variables is an important issue in the assessment of the success of MBO.There is some evidence that the larger MBO firms increased the length of their payment periods. In contrast, the smaller firms tended to make payments earlier. This suggests that suppliers regarded the new firms as a higher risk than before because they were no longer part of a larger, more financially secure organization.As far as employment is concerned, it shows that there is a clear positive relationship between job creation and firm size with almost one-third of the firms increasing jobs occurring in the largest MBO category. In contrast, the smallest firms had the smallest proportion of increases in employment, (only 18 percent), and the largest proportion of firms shedding workers (some 38 percent). The employment changes highlight some of the conflicts faced within the entrepreneurial process. However, the action may be in response to the business environment in general, and trading conditions in particular. Given that the period under discussion included a recession, the business environment point may be more relevant.ConclusionsMBO are an important element of the market for corporate control. They represent an opportunity for managers to become risk takers by accepting a financial stake in the business. The MBO may also be seen as part of an entrepreneurial process which is triggered by the MBO. Thus MBO conform more closely to the management idea of entrepreneurship as opposed to concepts based on innovative behavior, personal drive or intuition. These types of entrepreneur are more likely to be associated with the conception and start-up phases of a business.The results of the study provide evidence to support the view that MBO activity is driven by the entrepreneurial process. The majority of firms experience increased profitability, with the increase being more common for smaller MBO. A less clear picture emerges when cash management changes are assessed. It may be expected thatfirms would increase the number of creditor days and decrease the number of debtor days. It has been shown, however, that debtor days were reduced as were creditor days. One explanation of the latter is that suppliers perceived the new firm to be a greater risk and so demanded earlier payment. Alternatively, the reduction may have been part of a strategy to improve relations with suppliers. Once this had been decided (or imposed) a reduction in debtor days becomes vital. Of the nine firms which did increase time taken to pay bills, six also reduced the time in which customers were expected to settle their debts. Thus only 16 percent of the sample behaved in the way originally anticipated.Source: Charlie Weir, (1996) "Management buyouts and entrepreneurial opportu nities", Management Decision, V ol. 34, pp.23-28.译文:管理层收购与创业机会简介:管理层收购即是一家公司被它现有的管理层购买。

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