|
太原翻譯公司關鍵字：uncertain factors, difficult to ensure fairness. Reasonable solution to this problem, management should recognize the contribution of the past, but not exaggerated levels of management and good corporate performance in the acquisition, management is still the beneficiaries themselves, there is no "for others to do the wedding dress "problem. As the target company by the industry正規翻譯公司公證處翻譯蓋章, large differences in the level of performance to the specific detailed quantitative is unrealistic, the state-owned assets management departments for different industries, different performance levels, a reasonable proportion of the development of appropriate concessions, and publish. This recognizes the contribution of management, at the same time, and also avoid the company's management as an excuse for low-cost acquisition.
(D) to achieve a fair and reasonable pricing to create a legal system environmentMBO involves the management, large shareholders and small shareholders, related to the ownership structure changes in the pricing process within the person may use insider information and other violations of state-owned shares and interests of small shareholders, which must require relevant authorities to develop appropriate legal system, intensify supervision, to ensure the transparency of pricing of the negotiation process, to ensure full disclosure of information. Currently, some companies after the acquisition, did not disclose the transaction price, which obviously can not prove the fairness of pricing.
Seven, pricing is reasonable, the market had the final says the shares of listed companies in China are split for the outstanding shares and non-tradable shares, the cost difference between the market price of natural differences. This makes China's listed companies, the MBO, the use of well-developed stock market can not offer to purchase form. Therefore, an agreement to acquire non-tradable shares of state-owned shares and legal person shares of listed companies in China almost the only channel of MBO. However, non-tradable shares is currently no market price, therefore, must first give a consultative framework, which provides the best possible valuation model and estimate the price range, then hearts of parties to the transaction will have a basic bottom line, there this bottom line, the negotiations will be conducted on this basis. The negotiations come to the MBO price is reasonable, whether the resulting loss of state assets, whether against the interests of small shareholders, is not that it is below or above net asset value per share, is not how much higher or lower than How many problems, but in their pricing is based on scientific, rational, in the course of its compliance with the fair pricing, fair and open manner, whether the results in its pricing to get market recognition. It is noteworthy that, by the China Securities Regulatory Commission issued the "acquisition management practices of listed companies," states: "When the Offeror acquired company's senior management or employees, shall be acquired by the company's independent directors to hire an independent financial adviser, was acquisition of the company's financial condition analysis, the conditions of the offer are fair and reasonable to report such matters, "and requires listed companies announced the pricing basis of MBO. The "approach" was December 1, 2002 come into effect. With a clear regulatory requirements, with the supervision and participation in professional organizations, whether listed companies in China MBO pricing out a hesitant from the black box, the MBO acquisition of listed companies in China can go from "Sunshine Highway," let us wait and see.
3 time, "MBO companies should be put on hold," "Southwest University for Nationalities," in 2003, fourth4 Chen Zhijie, Wu Hao, "Chinese characteristics MBO", East High St Investment Advisors website //www.holyhigh.com/, 2003 年
5 Zhong Wei, "MBO reading" Dr. Coffee Network //www.doc tor-cafe.com /, 2003 年6 Wu Chun, "Problems in the implementation of the MBO," "Law", No. 11, 2002
7 Wood River, "joint-stock giant," Beijing, Xinhua Publishing House, 20018 High legislation, Sun Jiannan, WU Gui-sheng, "asset assessment", Beijing, China Audit Publishing House, 2000
9 Jing Lu, "China's capital market system defect analysis," "Shanghai's economy", No. 7, 200210 Wang into, Tong Yan, "to see the United States from Guangdong, China's management buyout", "economic專業翻譯公司服務最好的 Theory and economic專業翻譯公司服務最好的 Management", 20021 Yong Chen is, "Trust and Investment Corporation boost sun MBO", Wuhan Guo letter, 2003, No. 1
12 Duzhi Yan, "MBO, not state-owned enterprises", "foreign management", No. 9, 200213 Chen, "The current domestic MBO dialysis", "China Times", 2003
14 Zhang Xiaoyan, "MBO rational thinking", "economic專業翻譯公司服務最好的 world", No. 2, 2002
|