Research On National Security Review Of Foreign Merge & Acquisition

Aiming to carry on study on China's national security review of foreign merge & acquisition ("NSRFMA"), this paper, from perspective of analyzing the experienced legislation of NSRFMA in United States, makes a comparison between China's current issued NSRDMA system and NSRDMA system in US and raises suggestions of drawing lessens from experience, both successful and unsuccessful, of NSRDMA system in US to improve system in China. In accordance with logical system discussed,this paper is composed with four chapters,the abstracts of which are as follows:Chapter one is mainly to give a brief introduction of some basic ideas of national security review of foreign merge & acquisition, including the theoretical source of national security review, which provides solid foundation of national security review and the definition of national security, which explains extensive and variable feature of national security. Then, this chapter makes a distinction between the definitions of national economic security and national security within the field of foreign merge & acquisition, pointing that national security review scope of foreign merge & acquisition is much wider than that of national economic security review.Chapter two illustrates the history and changing process of national security review system in both China and US. To be more specific, this chapter shows the rational reason for the current issue of national security review system of foreign merge and acquisition by comparing the backgrounds, incentives for the changing process and conformity of the legislation objects of national security review system in these two countries. In the course of discussing China's review system, the author emphasizes the important practice of foreign merge & acquisition in China and Chinese M&A overseas, which provide great incentives and impulse for the change and improvement of China's national security review system.Chapter three clarifies the difference among national security review system, industry security policy and antitrust scrutiny system, including their different legislative purposes, standards of review and other specific regulations for the systems. Through the comparative research above, the author suggests to make some improvements in our legislation to clear up the existing confused situation of these three systems. Chapter four, mainly from comparison of three aspects, including the review process, industry areas for review on the level of enforcement and the specific review considerations, tells the advantages and disadvantages of specific regulations of review system in China and US. Therefore, based on the above research, China can carry on the current issued Notice of Establishing the Security Review System of Foreign Merge & Acquisition smoothly, and polishes the further stipulation of rules for implementation by drawing lessens from successful and unsuccessful experience. In addition to that, this part also discussed golden share theory and its application in China, a theory posed by American scholars and is used to ensure the certainty of national security review.