浅析南京夫子庙旅游实业发展股份有限公司管理层收购（MBO）现状与对策
发布时间：2018-12-21 14:49
【摘要】：随着我国经济体制改革的不断深入、市场经济体制的不断完善和政府职能的转化,国有资产逐步从一般竞争性行业中退出。二十多年的国有企业改革,尽管比较成功地解决了短期激励的问题,但是其核心问题——产权问题,包括长期激励和经营者选择问题(激励机制和约束机制)仍未解决。由于所有者缺位,所有权约束被弱化,使得国有企业的代理问题严重。因此,要解决国有企业的问题,其关键是通过产权制度改革,实现国有资本退出,来改变国家的所有者身份,从而充分发挥所有权的约束作用。 管理层收购(Management Buy-out,简称MBO)是一种在20世纪70年代美国特定的历史条件和市场背景下发展起来的公司并购重组的方式,是公司管理层通过杠杆融资,收购其所经营的公司,从而改变公司所有者结构、控制权结构的收购方式。从2002年开始,作为一种全新的企业并购形式和特殊的国有企业改制方式被我国国有企业广泛采用,对所有制的确定、管理效率的提高、代理成本的降低等方面均具有积极影响,是对国有企业改革有意义、有价值的一种探索和创新,越来越受到人们的关注。但是,由于我国的管理层收购尚处于起步阶段,在制度上和政策上存在不规范性,使MBO在主体设计、定价方式、融资设计、员工安置等关键环节上存在难点和争议点。而这些难点对于国有企业MBO是否最后能够顺利完成尤为重要。 本文首先对管理层收购进行概述,给出了一般的定义,产生的背景,理论基础和适用条件。介绍了一般的收购程序和方式。然后运用理论分析的方法引出我国国有企业管理层收购面临的问题,提出中外MBO存在差异无法直接借鉴,相关法律法规的缺失以及市场制度性缺陷是我国管理层收购中问题存在的原因。通过对南京夫子庙旅游实业发展股份有限公司的管理层收购案例的分析,进一步窥探国有企业MBO收购中和收购后遇到的难点。最后结合目前国有企业MBO存在的问题和夫子庙股份公司MBO的案例,提出完善国有企业MBO的建议。 全文共分为五章： 第一章首先介绍了管理层收购的概况,包括管理层收购的概念、产生的背景、理论基础和适用条件。管理层收购作为一种全新的国有企业改制方式已被我国国有企业广泛采用。然后从委托—代理理论、公司治理理论和人力资本理论三个方面分析了管理层收购产生的基础,通过理论分析得出管理层收购有利于降低国有企业代理成本、提高企业管理效率、解决长期激励问题。但是并不是所有企业都适合采用MBO,因此,最后给出了适合MBO的企业的特征。 第二章阐述了管理层收购的程序和方式,包括管理层收购中的参与者,一般的操作程序,最后针对管理层收购中的关键环节也就是操作难点进行分析并给出可选择的解决方法。 第三章主要是分析我国国有企业实施管理层收购存在的问题并分析了产生这些问题的原因。国有企业实施MBO具有一定的战略意义,但是,目前我国实施MBO还面临种种问题,这也阻碍了MBO的顺利发展,无法发挥其应有的效果。通过分析,发现这些问题源于我国目前MBO相关法律法规政策不健全,缺乏相应的市场配套体系。 第四章进行案例分析,以南京夫子庙旅游实业发展股份有限公司MBO为例。其中第一节主要介绍了公司的基本状况,第二节研究了公司进行改制的背景,在政府的推动和公司内部管理层内在动力两个方面的作用下,夫子庙股份公司于2003年正式开始管理层收购。第三节探讨了夫子庙股份公司采用管理层收购这种产权制度改革方式的动机和原因。第四节介绍南京夫子庙旅游实业发展股份有限公司管理层收购的操作实务,包括参与者、收购方案设计和具体操作流程,着重介绍了操作中的几个关键环节,也是操作中的难点。最后一节是对此案例进行总结分析。笔者认为,夫子庙股份公司的管理层收购从目前来讲应该是成功的,实现了政府、管理层、职工等多方共赢的局面。但是,收购后的股权结构、产权瑕疵、融资等还有待市场的最终考验。 第五章是结合目前我国国有企业MBO实施中的问题和夫子庙股份公司的MBO操作案例,从政策和市场两大方面提出完善国有企业MBO的建议。 最后是本文的结束语。通过本文的分析可以得出以下结论,即在国有资本从一般竞争性行业退出,国有资本有所为、有所不为的战略背景下,管理层收购是一种有效的、切实可行的选择。只要具有相关法律法规的保障和规范的市场环境,通过实施MBO,国有企业的改革就一定能获得成功。
[Abstract]:With the deepening of China's economic system reform, the continuous improvement of the market economic system and the transformation of the government function, the state-owned assets are gradually withdrawn from the general competitive industry. The reform of state-owned enterprises over the past two decades has successfully solved the problem of short-term incentive, but its core problem, including the long-term incentive and the choice of operators (incentive mechanism and restraint mechanism), has not been solved. Due to the absence of the owner, the ownership constraint is weakened, so that the agent problem of the state-owned enterprise is serious. Therefore, to solve the problems of state-owned enterprises, the key is to change the state's owner's identity through the reform of the property right system and the exit of state-owned capital, so as to give full play to the restriction of ownership. Management Buy-out (MBO) is a way to restructure the company's M & A, which is developed under the specific historical conditions and the market background in the 1970s. It is the company's management through leveraged financing to acquire the company operated by the company, so as to change the company's owner's knot. The purchaser of the structure of the structure and control Starting in 2002, as a brand-new form of M & A and a special state-owned enterprise, it is widely used by the state-owned enterprises in China, and has a positive effect on the determination of ownership, the improvement of the management efficiency and the reduction of the agent cost. It is the intention of the state-owned enterprises to reform the state-owned enterprises The value of a kind of exploration and innovation is more and more popular. Note. However, because the management acquisition of our country is still in the initial stage, it is not standard on the system and the policy, which makes the MBO have difficulties and disputes in the key links such as the subject design, the pricing method, the financing design, the employee resettlement, etc. Points. These difficulties are particularly heavy for the final success of the state-owned enterprise's MBO In this paper, the general definition, the background, the theoretical foundation and the adapter are given. Conditions. Introduction of general acquisition procedures Then, using the method of the theory analysis to lead out the problems faced by the management of the state-owned enterprises in China, the differences between the Chinese and foreign MBO can not be used for reference, the lack of the relevant laws and regulations and the institutional defects of the market are the problems in the acquisition of the management of our country. The reason of this is that through the analysis of the management acquisition case of Nanjing Fuzi Temple Tourism Industrial Development Co., Ltd., it further snoops out the MBO in the state-owned enterprises and encounters it after the acquisition Finally, combined with the existing problems of state-owned enterprises MBO and the case of the MBO of Fuzi Temple, put forward the perfect MBO of state-owned enterprises The full text of the recommendations The first chapter introduces the general situation of the management's acquisition, including the concept of MBO, the background and the theory. Basic and applicable conditions. Management acquisition as a brand-new system of state-owned enterprises has been transformed by our country It is widely used by enterprises. Then, from the three aspects of the theory of entrusted agency, the theory of corporate governance and the theory of human capital, the paper analyses the basis of the management's acquisition, and through the analysis of the theory, it is beneficial to reduce the agent cost of the state-owned enterprises, to improve the management efficiency of the enterprises and to solve the problems. This is a long-term incentive. But not all the companies are fit for MBO, so it's the last time to give it to the MB. The second chapter describes the procedures and methods of the management's acquisition, including the participants in the management acquisition, the general operating procedure, and the key link in the management acquisition, which is the analysis of the operation difficulties and gives it to The third chapter is to analyze the problems and points of the management of state-owned enterprises in China The reason of these problems is analyzed. It is of strategic importance to implement MBO in state-owned enterprises. However, the problems of MBO in our country are still faced, which also hinder the smooth development of MBO. It can't play its due effect. Through the analysis, it is found that these problems are not sound from the current MBO-related laws and regulations in our country, Lack of corresponding market supporting system. The fourth chapter is to carry out case analysis, which is based on Nanjing Fuzi Temple Tourism Industry. The first section mainly introduces the basic situation of the company, the second section studies the background of the company's reform, and under the influence of the government's promotion and the internal power of the internal management of the company, the Fuzi Temple Co., Ltd. is at 2 The management's acquisition was formally started in 003. Section III discusses the acquisition by management of the Fuzi Temple AG. In the fourth section, the paper introduces the operation practice of the management of Nanjing Fuzi Temple Tourism Industrial Development Co., Ltd., including the participants, the design of the acquisition and the specific operation process, and emphatically introduces some of the operation. The key link is also the difficulty in the operation. Finally, The section is a summary and analysis of this case. The author holds that the management of Fuzi Temple Co., Ltd. should be successful at present, and the government and pipe are realized. However, after the acquisition, the ownership structure and the property right are defective. The fifth chapter is to combine the problems in the implementation of MBO in the state-owned enterprises in China and the MBO operation case of Fuzi Temple Co., Ltd., and from the policy and the market. The State proposes to improve the state-owned enterprise M In the end, the conclusion is that the management of the state-owned capital from the general competitive industry, the development of the state-owned capital and the development of the state-owned capital, The acquisition of the layer is an effective and practical choice. As long as the market environment with relevant laws and regulations is in the market environment, the implementation of the MB
【学位授予单位】：广西师范大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：F592.6;F271
本文编号：2389057
[Abstract]:With the deepening of China's economic system reform, the continuous improvement of the market economic system and the transformation of the government function, the state-owned assets are gradually withdrawn from the general competitive industry. The reform of state-owned enterprises over the past two decades has successfully solved the problem of short-term incentive, but its core problem, including the long-term incentive and the choice of operators (incentive mechanism and restraint mechanism), has not been solved. Due to the absence of the owner, the ownership constraint is weakened, so that the agent problem of the state-owned enterprise is serious. Therefore, to solve the problems of state-owned enterprises, the key is to change the state's owner's identity through the reform of the property right system and the exit of state-owned capital, so as to give full play to the restriction of ownership. Management Buy-out (MBO) is a way to restructure the company's M & A, which is developed under the specific historical conditions and the market background in the 1970s. It is the company's management through leveraged financing to acquire the company operated by the company, so as to change the company's owner's knot. The purchaser of the structure of the structure and control Starting in 2002, as a brand-new form of M & A and a special state-owned enterprise, it is widely used by the state-owned enterprises in China, and has a positive effect on the determination of ownership, the improvement of the management efficiency and the reduction of the agent cost. It is the intention of the state-owned enterprises to reform the state-owned enterprises The value of a kind of exploration and innovation is more and more popular. Note. However, because the management acquisition of our country is still in the initial stage, it is not standard on the system and the policy, which makes the MBO have difficulties and disputes in the key links such as the subject design, the pricing method, the financing design, the employee resettlement, etc. Points. These difficulties are particularly heavy for the final success of the state-owned enterprise's MBO In this paper, the general definition, the background, the theoretical foundation and the adapter are given. Conditions. Introduction of general acquisition procedures Then, using the method of the theory analysis to lead out the problems faced by the management of the state-owned enterprises in China, the differences between the Chinese and foreign MBO can not be used for reference, the lack of the relevant laws and regulations and the institutional defects of the market are the problems in the acquisition of the management of our country. The reason of this is that through the analysis of the management acquisition case of Nanjing Fuzi Temple Tourism Industrial Development Co., Ltd., it further snoops out the MBO in the state-owned enterprises and encounters it after the acquisition Finally, combined with the existing problems of state-owned enterprises MBO and the case of the MBO of Fuzi Temple, put forward the perfect MBO of state-owned enterprises The full text of the recommendations The first chapter introduces the general situation of the management's acquisition, including the concept of MBO, the background and the theory. Basic and applicable conditions. Management acquisition as a brand-new system of state-owned enterprises has been transformed by our country It is widely used by enterprises. Then, from the three aspects of the theory of entrusted agency, the theory of corporate governance and the theory of human capital, the paper analyses the basis of the management's acquisition, and through the analysis of the theory, it is beneficial to reduce the agent cost of the state-owned enterprises, to improve the management efficiency of the enterprises and to solve the problems. This is a long-term incentive. But not all the companies are fit for MBO, so it's the last time to give it to the MB. The second chapter describes the procedures and methods of the management's acquisition, including the participants in the management acquisition, the general operating procedure, and the key link in the management acquisition, which is the analysis of the operation difficulties and gives it to The third chapter is to analyze the problems and points of the management of state-owned enterprises in China The reason of these problems is analyzed. It is of strategic importance to implement MBO in state-owned enterprises. However, the problems of MBO in our country are still faced, which also hinder the smooth development of MBO. It can't play its due effect. Through the analysis, it is found that these problems are not sound from the current MBO-related laws and regulations in our country, Lack of corresponding market supporting system. The fourth chapter is to carry out case analysis, which is based on Nanjing Fuzi Temple Tourism Industry. The first section mainly introduces the basic situation of the company, the second section studies the background of the company's reform, and under the influence of the government's promotion and the internal power of the internal management of the company, the Fuzi Temple Co., Ltd. is at 2 The management's acquisition was formally started in 003. Section III discusses the acquisition by management of the Fuzi Temple AG. In the fourth section, the paper introduces the operation practice of the management of Nanjing Fuzi Temple Tourism Industrial Development Co., Ltd., including the participants, the design of the acquisition and the specific operation process, and emphatically introduces some of the operation. The key link is also the difficulty in the operation. Finally, The section is a summary and analysis of this case. The author holds that the management of Fuzi Temple Co., Ltd. should be successful at present, and the government and pipe are realized. However, after the acquisition, the ownership structure and the property right are defective. The fifth chapter is to combine the problems in the implementation of MBO in the state-owned enterprises in China and the MBO operation case of Fuzi Temple Co., Ltd., and from the policy and the market. The State proposes to improve the state-owned enterprise M In the end, the conclusion is that the management of the state-owned capital from the general competitive industry, the development of the state-owned capital and the development of the state-owned capital, The acquisition of the layer is an effective and practical choice. As long as the market environment with relevant laws and regulations is in the market environment, the implementation of the MB
【学位授予单位】：广西师范大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：F592.6;F271
【参考文献】
相关期刊论文 前1条
1 李振明;关于企业法人治理结构的三个理论问题[J];决策借鉴;2001年03期
，本文编号：2389057
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