本文分析了我国管理层收购的特点及问题,指出利益冲突是引发管理层收购风险的症结。为防止管理层以牺牲其他主体的利益为代价来实现不正当利益,必须对管理层收购进行立法规制。本着利益衡平的原则,加强事前监督、事中监督和事后监督是解决利益冲突问题的重要手段。 This paper analyzes the characteristics and problems of management buyout in China, and points out that the conflict of interests is the crux of the risk of management buyout. In order to prevent management from realizing the illegitimate profit at the expense of other subjects, it is necessary to legislate the management buyout. In line with the principle of balance of interests, strengthening prior supervision, supervision in the matter and supervision after the incident are important means of resolving conflicts of interest.