The Study On Legal Risks Acquisitions Overseas Of China Enterprise

With the globalization of economy, the overseas acquisition has become the dominant force in the world economic development. Through the enterprise in the world, not only brings trade and technical resources, but also promoted the rapid flows of global capital. According to the report in 2009, the investment of total global foreign acquisitions from 19936.31 million dollars to 2009 10.6. Overseas production elements and the optimum combination of resources are becoming the main form of the international competitiveness of enterprises. In recent years, China's rapid economic growth, the pace of our enterprises overseas acquisitions gradually.2009, the global financial crisis, our company acquisitions overseas but climax, ushered in the new peak, become our country enterprise "to walk out" landmark year. According to the latest statistics show clear division group,2009 acquisitions overseas events occurred in 38, disclosure amount of $33 billion last year, more 105.4% stronger-than-expected degrees.Notable is, although overseas acquisitions scale expansion in China, but the process is acquisitions overseas enterprises plodder. Restricted by many factors, the enterprise nearly 70% of the overseas acquisitions failed, especially since 2004, the American language since the court, lenovo, TCL, utstarcom etc. Many companies in foreign encountered lawsuits. Several companies in overseas acquisition process in litigation, just embarrassing highlights China enterprise legal risks in the whole "absence." The world famous master of management, general President before jack Welch think:".21st century enterprise legal risks is the biggest risk." Compared with the domestic and foreign legal environment, the legal system and the target enterprise management system have bigger difference, this will cause China enterprise in overseas acquisitions will face different degree of legal obstacles, thus influence multinational management strategy implementation. Many famous multinational enterprises in the face of the different political system, the different legal environment of investment, they tend to host the exceptionally careful when treat legal risks. Because once enterprises are facing legal risks, not only affects the normal operation of the enterprise, enterprise's reputation caused great negative impact, there might even make the enterprise bankruptcy in the embarrassing. Yet, unfortunately overseas acquisitions of legal risks and no cause enough attention of enterprises of our country.Firstly, the paper through extensive reading relevant legal risk analysis and research, sums up the four factors of the legal risks,26, the measurement of the initial research hypothesis. Among the factors, the acquisition of enterprise by Beijing university of finance research center of China's listed enterprises design, the legal risk factors for reference to host jurisdiction Cumming Douglas, etc, the problems related to the main home jurisdiction CaoZheng nankai university, dr. "our enterprises overseas listing of legal risk measurement, the target enterprise, main factors Maidique according to the scale Ziger and design. The results showed that:in the imperfect market supervision, due to the lack of environment from different investment shareholders within the real interest balances, therefore, with big shareholder, management has enough motivation to reduce acquisitions overseas enterprise legal risks of vigilance. Especially in our country at present is the overseas acquisition process, the local government or controlling shareholders can through high-level personnel to realize own volition that executives constraints, incentive mechanism, to embody the distortion in the merger of enterprises and lack of independence, easier to enlarge business overseas, and the legal risks. the size of the merger is enterprise in transnational merger of important decision when exposed to risk factor, the enterprise in cross-border mergers and acquisitions, general to the original enterprise organization structure and management mode for different levels of employment, and higher levels of labor, so large acquisitions, easier to trigger the legal risks. in the background of economic globalization for overseas acquisitions activity is showing vitality and continues to expand, due to various forms of economic cooperation between the government and the good cooperation channels judicial system, such as bilateral investment protection agreement and break investment and trade barrier free trade zone, overseas processing industry park, overseas. These cooperation system establishment and even some problems contributed to the international organization guarantee for the enterprise, in foreign acquisitions during the dialogue mechanism, and smooth establishment of emergency preplan, narrow the legal risks of failure face, save the outbreak of overseas acquisitions, avoid devastating blow enterprises. due to its history, geography, politics, culture, the legal environment there exist obvious differences. Good legal environment is our country enterprise in overseas acquisitions when the inevitable requirement of legal risk aversion.Secondly, based on the three typical characteristics of the legal risks, risks and possibility risk from two aspects of overseas acquisitions consequences of legal risk assessment, and by means of implementing the legal risks, the risk of a merger integrate legal risks in risk factors, the potential changes as possibility established three-dimensional legal risk evaluation model, the measure that by regression analysis of the legal risk factors set contains variable and the five risk indicator consequences. Evaluation method based on rough sets and the evaluation method of weighting combination of assessment.Thirdly, the paper analyses the enterprise in the legal risks encountered overseas acquisitions. The implementation of the legal risks, the merger case primarily from abroad, antitrust, and analyses the merger and acquisition in cnooc optimal nico cimc group, chinalco borg merger acquisition in three cases of Rio tinto. The legal risks case integration acquisition from Labour, intellectual property, corporate governance, environmental protection, analyzed the capital steel, iron acquisition Peru with Siemens brand, hisense ssangyong saic, iron metal mineral merger case as Brazil.Finally, in the development, in view of the above acquisitions overseas enterprise legal risk causes, and puts forward the relevant legal measures to prevent risks. These measures mainly from m&a, our government and intermediary structure three Angle, for a large degree of reducing our enterprise legal risks and overseas acquisitions loss proposed control strategy.