A Study On The Legal Issues Of The Overseas Merger And Acquisition

The meaning of the overseas merger and acquisition is a transnational property right transaction behavior adjusted by the national law and the international law and on the way of merge or purchase in the international direct investment. In nature, the overseas merger and acquisition is an international property right transaction behavior and an important form of international capital movement. The overseas merger and acquisition is a expansion of the domestic merger and acquisition which is the inevitable choice of the enterprise development. In recent years, under the guidance of the government, especially the global financial crisis's eruption provides an unprecedented opportunity for China enterprises to develop the overseas market.The main text is divided into five parts. The first part defines the concept of the overseas merger and acquisition, then analyses the motive, the characteristic as well as the opportunity and challenge brought by the financial crisis.The second part analyze the risk and barrier question faced by our country enterprises, mainly including the domestic tedious examination, the host country counter-monopoly examination, the national security examination and so on. However, when the political risk happens, there is not a perfect foreign investment insurance mechanism to compensate.The third part mainly studies the western major country's antimonopoly law rules and regulations, understanding the competition policy and examination principle of various countries can make the enterprises defend the host country government's counter-monopoly examination effectively.The fourth part proposes the specific measures from each aspect to deals with the risks. For example, through establishing the unified overseas examination organization and formulating the perfect foreign investment insurance system, may reduce the costs of enterprise merger and acquisition greatly and enhance the risk guard ability.Last part from enterprise's angle, concretely elaborates the risks possibly appeared in every link of the merger and acquisition, guides enterprises to establish the science reasonable risk guard mechanism and guarantees the transnational merger and acquisition advances smoothly.