基于超产权理论对公司管理层收购的思考

产权理论把产权归属作为企业效率的决定因素，无疑有失偏颇。超产权理论则认为：企业的效益主要是与市场竞争程度有关，利用利润激励去驱动经理人提高努力水平要以市场竞争为前提，市场竞争有放大利润激励的作用。基于超产权理论的思想，本文认为对产权拥有所形成的利润激励得以有效发挥的关键，在于经理人必须持有足够大比例的股权；大中型国有及国有控股企业和上市公司实施MBO后，由于经理人所购股权比例不大，使得产权激励不够大，而竞争激励又大幅下降，导致经理人的能力和努力水平下降，MBO将严重影响其业绩的提高。因而，MBO不是其改革的途径；小企业实施MBO是利大于弊，MBO不失为其改革的途径之一，但从长期发展的角度来看，MBO只不过是一个权宜之计。

Thinking about Management Buyout Based on Beyond Property-argument

The property right theory, which owes enterprise's efficiency to ownership of enterprises, is biased. Beyond property-argument argues that enterprise's efficiency is decided mainly by the degree of market competition. Market competition can magnify the effect of profit incentive. According to beyond property-argument, this research concludes some new views on MBO. The key that profit incentive from ownership of enterprise is effective is that managers must hold considerable shares. After MBO is carried out in large state-owned enterprises and enterprises on the market, because the managers don't buy considerable shares, the profit incentive isn't enough. And competition incentive extensively descends. It seriously influences the managers' abilities and effort level. MBO finally influences achievement of the post-buy enterprise. So MBO isn't a right way of reform. Small enterprises have much benefit by carrying out MBO, so MBO is a suitable way of reform. But MBO is only a temperate way in long-term development of enterprises.