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Analysis Of The Construction Of National Security Censorship Legal System On Investment Merger And Acquisition

Posted on:2011-03-05Degree:MasterType:Thesis
Country:ChinaCandidate:J PengFull Text:PDF
GTID:2166330332458514Subject:Economic Law
Abstract/Summary:PDF Full Text Request
With the deepening of constant economic globalization, Countries are more and more deeply into the global system, the tides of enterprise merger and acquisition growing intensively. Foreign investors merger the target enterprises with resulting in a series of benefits for the host. But at the same time, in order to realize the profit and market objectives, they may through various channels to host's economic and industrial policies, or even affect the economic activities such as culture, social and political fields, and many unfavourable consequences may directly or indirectly endanger the security of the state. In order to make balance of attracting foreign capital and protecting national security, many countries establish security censorship legal system on investment merger and acquisition. As a developing country, Our emerging markets and good investment environment attracting more and more foreign investors. But our security censorship legal system on investment merger and acquisition has not established, and this situation is not adapt with the development of the foreign investors mergering the target enterprises. Especially in recent years, several cases about foreign investors merger our enterprise highlight this contradiction, such as the U.S. Carlyle mergered Xugong Corporation, the SONY mergered the Chengdu SOBEY, the COCA-COLA mergered the HUIYUAN juice. This thesis discusses the national security censorship system on foreign investment, analyzing the system in America, which is the most perfect in today's world, at the same time, bringing up legislation suggestions to strcture the relative regulations of our country.The first part of thesis discribes relative definitions about national security censorship to the foreigh investment merger and acquisition. And analyzes its development and the trend in China, then inquire relative national security concepts, emphasizing national economic security as the core status of the national security system, Finally based on the above analysis of the negative effect of foreign-capital M&aA on national security, there are practical reasons for constructing M&A national security censorship.The second part discusses the theoretical support of constructing M&A national security censorship. First, from broad sense and narrow sense, the two aspects of national safety review of foreign-capital M&A are analyzed, Secondly, based on the reality and the system reasons, this paper focuses on the production of M&A national security review legal system. And the realism reason is that the foreign-capital M&A poses a threat to our national security by a certain degree, and the system reason is that existing review of conventional legal measures to the foreign-capital M&A do not affect, on the other hand is the existing national security review of foreign-capital M&A legislation has many shortcomings, and cannot prevent the threat of some M&A behavior to national security in reality.The third part of this thesis introduces the Amercian national security censorship. Since the United States has established a comparatively complete examination of foreign-capital M&A national security legislation of the legal system, the form and the content are more mature, we should study the American legislation and the relevant legislation in order to provide some useful reference to our legislation.The fourth part is about the construction of China's M&A national security censorship from two aspects, the procedure and the entity. Due to that the national security is an extensive concept, when ascertaining the executive department, we should breakthrough the limitations of the tradition that there is single examination department. And establish a joint review departments, fully safeguarding the state security. In this respect, the Committee on Foreign Investment in the U.S (CFIUS) and its operating mechanism provide the beneficial reference for us. Learning from the reasonable legislative experience of the United States, when constructing the censorship, we should view on the basis of present situation, and construct the censorship from three aspects: the Start-up program, the Examination procedure and the Decision process.
Keywords/Search Tags:Foreign investment merger and acquisition, National security, Censorship
PDF Full Text Request
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