Study On National Security Review Of Foreign Merger And Acquisition

At present, Foreign Merger and Acquisition (FMA) has already become the most popular investment mode chosen by foreign investors globally. However, FMA has negative impact and can even impair the security of the target country while bringing funds, technologies and experience of management. The rising heat of FMA has caused a common concern among countries on National Security. In recent years, especially after America's modification of National Security Review of Foreign Merger and Acquisition (NSRFMA) in 2007, many countries have launched their NSRFMA with their own distinctive characteristic. On February 3rd, 2011, the General Office of the State Council issued"Circular on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors"and decided to establish the system of joint conference among Ministries to take charge of NSRFMA. Taking the study fruits on NSRFMA in America, German and Canada as reference, this thesis analyzes the major content of NSRFMA System in China, points out the weakness of the system and puts out advices for the its improvement. There are 4 Chapters in total, please see details as below:Chapter I briefly introduces the NSRFMA System, the meaning of FMA and author's understanding toward National Security, as well as the possibly negative impacts (the risks in the area of System, Industry and Finance) brought by FMA.Chapter II illustrates the basic theory of NSRFMA and compares it with two other important systems of monitoring foreign investment——System of Antitrust and System of Foreign Investment Entry Permission. It then comes to the conclusion that both the two systems can not provide effective protection for national security, therefore, the establishment of independent system of security review is necessary.Chapter III concretely introduces the system of NSRFMA in America, German and Canada, comparing their similarities and differences on legislative background as well as institution, object, criteria and procedures of review. The aim of this chapter is to lay a solid foundation for analysis and improvement in legislation of NSRFMA in China.Chapter IV firstly introduces relative legislations of national security issues caused by FMA in history, then the background of the new notice and the value of NSRFMA. Secondly the details of NSRFMA in China are discussed in four aspects which are institution, object, criteria and procedures. Lastly the Author analyzes the weakness of the system and offers relevant suggestions to improve the System of NSRFMA.