Research On Problems Of China's Legislation On Takeovers And Mergers Of Foreign Capital For Purchasing Companies

International takeovers and mergers (ITM) for companies or operating on the market, is one kind of behavior in which purchasing company (ies) and target company (ies) lie in different countries, and its legal features, according to the basic theories in International Investment Low, belong to the rang of international direct investment, that is to say ,the aim of ITM of foreign inveign investors for target companies is to gain practical controlling power to the enterprise .Therefore ,ITM usually leads to the control of foreign companies overnative companies by gaining most of its capital stock.Owing to the international transition of the controlling power in ITM over native interests as well as the need to defend economical sovereignty, every country in the world always takes some legal measures to regulate ITM for companies of operating on the market. With China's participation into the WTO, it is an important task for legal circles to analyze the present legislation and then establish a set of surtable legal mechanism on ITM of foreign capital for companies operating on the market.At present, the main laws in china to regulate ITM, including company law, stock law and other related law .In particular, stock law made a special stipulation in chapter on ITM of companies operating on the market, but it gave no definite provision on ITM of foreign capital.This paper, proceeded from basic theories of ITM of foreign capital, discussed its conception, method, legal features and value .In part two, based on the analysis and comparison to the legal regulations on ITM of foreign capital hi developed and developing countries and areas, it points out the reference significances for our legislation.Thirdly, after a rather comprehensive analysis on our legislation, it revealssome mishaps and causes of our present legislation on ITM of foreign capital.Finally, with a revelation to the weakness of China's legislation on ITM of foreign capital for companies of operating on the market, it puts forward some suggestions for further perfection, in hoping to fasten the progress of China's legislation and establish the game rules according with Chinese reality and international practice.