Legal Research On Risk Control Of M&a Loans

Merger, acquisition and reorganization are always hot issues in capital market and powerful boosters of making listed companies bigger and stronger among countries of mature market economy. As an important component part of the reorganization and merger in capital market, Acquisitions of listed companies form the sustained external threat of replacement of adverse mangers from the micro-level perspective, promote adjustment of industrial structure and improve the efficiency of resource allocation from the macro-level perspective. However, as typical property transactions, the biggest problem of acquisitions of listed companies is the source of funds. The bank credit as an important mean of financing in M & A plays an important role in mergers and acquisitions of companies in the world. But our enterprises relative lack of M & A financing tool, the number and the capital structure of financing system of mergers and acquisitions can not meet the requirements of enterprises, especially in the past in China's banking supervision and regulatory framework, the bank credit funds were banned for enterprise mergers and acquisitions, so that domestic large-scale mergers and acquisitions are more restricted. On December 9, 2008, the China Banking Regulatory Commission issued its " Guidelines for the Risk Management of Merger and Acquisition Loans granted by Commercial Banks ", allowing commercial banks to provide funds for equity transactions and asset transactions, to finance mergers and acquisitions of new channels. The introduction of M & A loans not only means great opportunities for the development of banks but also face greater risk.As the acquisitions of listed companies under the China Securities Regulatory Commission's supervision, if the acquisition is on the major asset restructuring of listed companies, to implement a major reorganization of procedures, if related to the acquisition of the shares are state-owned shares, but also by the state-owned assets supervision and control, if related to foreign investment, but also by the Ministry of Commerce of the regulation. Therefore, to use M & A loans as source of funds for the acquisition of listed companies, the risk is more complex and special. Four chapters to this article to study risk control law on the M & A loan from the visual angle of the acquisition of listed companies, which reads as follows:First, second and third chapters are the main contents of the three cases. Chapter First through the case of M & A loans for acquisitions of listed companies to define the scope of the M & A loans, compliance and functions of the basic theory, as foundation of the specific content discussed below. Chapter Second through a case of to use M & A loans as a source of acquisitions of listed companies to analysis the transaction, acquirer and the acquired party risk, information on their risk sources and characteristics. Chapter Third through a case of acquisition of listed companies to illustrate the risk control law values. In the previous three chapters on the basis of content, the fourth chapter analyzed the risk control of existing legislation of the M & A loans and put forward proposals.