股东筛选、财富转移与投资者保护——管理层收购在中国的困境与出路

MBO在中国的发展遇到了两股相反的力量,国有企业改革的股东筛选行动要求进行MBO,而由于国有产权的代表体系不健全和完备定价机制的缺乏,又使MBO有成为国有资产流失通道的危险,MBO在中国陷入了困境。本文在总结既有理论的基础上提出了解释MBO和该困境的新框架,认为投资者保护水平是决定MBO成为财富转移手段还是效率提高通道的关键。突破MBO在中国的困境就需要大力提高投资者保护水平,这应从明晰产权、建立完善的投资者权利救济制度和完备的定价机制三个方面入手,进而促进MBO的健康发展。

Selection of Shareholders, Iransfer of Wealth and Protection of Investors: The Difficult Position and Its Way-out of MBO in China

The development of MBO in China has met with two opposite forces. The operation of the selection of shareholders in reforming stated-owned enterprises requires MBO. But owing to the incomplete representative system of state-owned property right and a lack of complete pricing mechanics, there is a danger that MBO would probably become a channel of losing state-owned assets, resulting in the dilemma of MBO beset in China. The author puts forward, on the basis of summing up the hither to existing theories, a framework in explaining MBO and the dilemma. He considers that MBO becomes a means to transfer wealth, which is decided by the level of protecting investors, which is also the key for a higher efficiency channel. A breakthrough of the dilemma of MBO in China needs to make an effort to raise the level for protecting investors. The promotion of a healthily developed MBO could only be realized by a clear property right, a construction of the complete system for relieving investors' right, and a complete mechanics for pricing.