Research On The Legal Issues Of Foreign Capital's Merging And Acquiring Listed Company

Since 1990s, with economic globalization and capital's free flow , merging and acquiring Chinese enterprises has become an primary method of foreign direct investment. It functions as a two-edge sword. On the one hand, it advances the development of economy of related countries. On the other hand, it brings some negative impacts. For this reason, many countries regulate it and devote in perfecting their legal system of foreign capital's merging and acquiring domestic enterprises.From 1995, foreign capital began to merge and acquire Chinese listed company. Similarly, It has dual impacts on Chinese economy, and should be regulated by law. However, legal system of foreign capital's merging and acquiring in china is not perfect in comparison practical need. A sound legal system has not been established, and the related regulations is not scientific and is hard to function. This situation is not good enough to foreign capital's merging and acquiring listed company, and at the same time, not good enough to protect the interest of the country and other people. In my opinion, it is necessary to perfect our regulation system.This dissertation focuses on the legal issues arising from foreign capital's merging and acquiring listed company. It mainly uses research method of comparison to analyze specific regulations in many countries. The emphasis is analyzing our legislative situation of foreign capital's merging and acquiring and how to perfect our country's regulation system. The whole paper is about 34,000 words, divided in 3 chapters. Chapter one analyzes legal meaning of foreign capital's merging and acquiring and its present development. It first defines legal meaning of foreign capital's merging and acquiring through introduction of the concepts of foreign capital and merger and acquisition, second, it reviews evolvement of policies and development of foreign capital's merging and acquiring, and summarizes some primary sorts of foreign capital's merging and acquiring. Then, it analyzes its impacts on our country's economy. Finally, it briefly discusses some problems in Chinese legal system, and points out that the regulation system of foreign capital's merging and acquiring listed company should mainly be composed of investment law for foreign merchants, securities law and anti-monopoly law.Chapter two emphatically discusses the regulation on foreign capital's merging and acquiring in investment law for foreign merchants. It separately discusses treatment, adjustment of industrial policy, ratification system, evaluation of state-owned shares and payment for transference, and puts forward some legal suggestions on the base of foreign legislation. Chapter three deals with the regulation on foreign capital's merging and acquiring in securities law and anti-monopoly law. In the part of securities law, it analyzes the inadequacy of current tender offer and disclosure, and gives some specific suggestions. In the part of anti-monopoly law, it analyzes substantive and procedural regulation on enterprises' merging in many countries, and makes some design on the establishment of our related regulations.