日本企業のMBO 戦略に関する比較事例研究

抄録

In recent years, the number of MBO (management buy-out) of listed companies in Japan has been increasing year by year. MBO is a form of acquisition where a company's existing managers acquire a large part or all of the company from either the parent company or from the private owners. In the previous studies of MBO, focusing on the improvement of management performance and changes in the ownership structure of post MBO (Smith 1990,Kaplan 1989,Tsukioka 2011). In many previous studies, however, it has not been observed in detail schemes and processes, or what problems occurred after MBO of each company. Therefore, the purpose of this paper is to clarify the issues and realities of MBO in Japanese companies, and to show the way of MBO strategy in the future by comparison case analysis. As a result of the analysis, the concept of "non-continuity and continuity" has been revealed as the key factors of success of MBO. In the case of a failure, in spite of MBO, executives did not carried out most of the buy-back of shares, and "mismatch of ownership and management" has occurred. In other words, "ownership and management" has become discontinuous relationship. Therefore, the President was swayed by the intention of the fund, and could not manage as desired. On the other hands, in the case of successful, executives buy-back of the shares of all, and realized the management that does not depend on the intention of the fund. Therefore, the firm and fund were able to build a cooperative and continuous relationship. In conclusion, this paper showed that after the MBO, firms and funds continue to eliminate the non-continuity is the key to success.