How to reconstruction the state-owner-enterprise is one of the most important issues of China. MBO (Management Buy-outs) is one of the methods of reconstruction of the enterprise, and bring about many problems when we use MBO in China. It is 2001 that we use MBO first on the list company, and the policy of the government was changed from Try-Policy to Prohibit-Policy as time gose by. In China, the MBO is not only the method of reconstruction of a enterprise, but also a crunode gathered all the social problems such as social-fair, citizen's rights, interest of the members of a community. So it is very important and necessary to study this issue.This article is divided to six chapters.In chapter 1, we discuss the relation between MBO and reform of enterprise, and give this issue a history view. After conclude the problems of the reform of enterprises in its history, we take MBO a key to resolve the problems.In chapter 2, we study the basic theories of MBO. After analysis the basic concepts of MBO, we study the main theories of MBO, among them include the Theory of Agency Cost, the Theory of Defense the Deprival, the Theory of the Manpower Capital, the Theory of Management the Personnel Encourage, the Theory of Entrepreneur Spirit and the Theory of Wealth Transfer etc.We give a view to characteristics of the law and regulation of MBO and the history for fulfillment for MBO abroad in Chapter 3, especially we study the history of MBO in United States, United Kingdom, etc., analyzing the abroad MBO with present condition, finally focus the influence of outside the country MBO to the related regulations of our country.In chapter 4, we have a concentration discussion on characteristics for fulfillment of MBO in our country. After synopsis look back such as the project of MBO of Stones, YueMEIDI, Victory share etc., we summarily inducing the state-owned enterprise MBO of our country practicing with the problem, point out the difference of MBO of in our country and the other market country. The Article points out, MBO in our country is primarily are: Pass to improvise the way of doing of the circumstance to come into practice widespread, trade the price to exsit the serious problem, pursue to circulate a price difference for with not circulate is one of the important motivations, MBO of listed company management in practice become an inevitable changes for improvising