問6
頻出度★★★
M&Aの手段の一つである MBO に該当するものはどれか。
平成25年度 春期 ITパスポート試験 問6
ストラテジ系経営戦略マネジメント › 経営戦略手法
This question's explanation and your answers so far.
解説
問 6
Incorrectア
Acquisition of a subsidiary by its parent company is a group-internal reorganization, such as the parent buying up more of the subsidiary’s shares to make it a wholly owned subsidiary. The buyer is “the parent company, a separate legal entity,” not the management of the company concerned. It does not meet the MBO requirement that “the management buys its own company.”
Incorrectイ
Acquisition by a competitor company is an ordinary M&A in which an outside third party, another company in the same industry, is the buyer (a horizontal-integration acquisition, or a hostile takeover when consent is not obtained). The buyer is not the management inside the company, so it is not an MBO. On the contrary, an MBO is sometimes used as a means of countering such an outside takeover and protecting control of the company.
- ウ
正解 The correct answer is ウ, “Acquisition of a company by its own management team.” MBO stands for Management Buyout, an M&A method in which the company’s own management team becomes the buyer, purchasing the company’s shares or business divisions and thereby taking control of its management. The definition of an MBO requires two things at once: the buyer is “the management inside the company,” and the target is “the company they themselves manage.” Only ウ meets both conditions. In practice, an MBO is used when a parent company spins off a subsidiary or a business division and the managers of that business take it over, or when a listed company takes its shares private (going private) in order to avoid a hostile takeover, or to step away from short-term share-price evaluation and work on long-term management reform. The managers’ personal funds are often not enough to pay for the acquisition, so an MBO is frequently combined with investment from a fund, or with borrowing secured on the target company’s assets and future cash flows (the LBO technique).
Incorrectエ
Acquisition of a parent company by its subsidiary is a reverse acquisition in which the top-and-bottom capital relationship is inverted (a form also called a reverse merger). Here too the buyer is not the individual managers but the subsidiary, a legal entity. This is a different category from an MBO and does not fit the definition.
ここがポイント
- MBO (Management Buyout) = an M&A method in which the management buys its own company’s shares or business and thereby takes control of its management. The decisive points for identifying it are that “the buyer is the management of the company concerned” and “the target is their own company.”
- Distinguishing similar abbreviations: EBO is a form in which the employees buy their own company; LBO is an acquisition method that raises funds through borrowing secured on the target company’s assets and future cash flows; TOB is a tender offer that buys shares from a large, unspecified number of shareholders outside the market. An MBO is often carried out in combination with the LBO financing technique.
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