National Security Review System Of Foreign M & A

Although the foreign acquisitions are very active in global scale after entering 21th century, lots of states implement related regulations in the name of "national security". The United States performs more prominently in this area. Both of the CNOOC acquisition of Unocal case and Dubai Ports World acquisition P&O case cause great repercussions in worldwide. Many other states established or amended their own foreign acquisition review systems after U.S. issued the foreign investment and national security act in 2007. Canada approved the amendment of Canada Investment Act that allows the responsible Minister to review proposed investments in Canada on national security grounds. Germany also amended its "Foreign Trade and Payments Law" in order to review the foreign investment which may damage public order or national security of Germany. The State Council issued related notice which speculates China's national security system of foreign investment in March this year.While many problems are emerged because the provisions of different states are different. Such as how to define the original intention of the system accurately, how to identify the object of the review reasonably and how to establish reasonable standards and procedures are all worth studying.Regarding to the above mentioned problems, OECD issued a guidance of national security of foreign acquisition in 2009 in order to help states to establish their system reasonably.This thesis mainly studys the national security system of foreign investment, compares the systems of other states and provides some reference to China.The first part is chapter 1, discusses the basic concepts of foreign investment, M&A and national security, describes the legal basis and real significance of national security review system and points out the target of the system including its value orientation, the principle of non-discrimination, transparency and predictability of policy principles, principles of supervision and principles of accountability with the guidance of OECD.The second part is composed of chapter 2, 3, 4 and 5. In order to provide details of the review systems of the main states and analyses the strengths and weaknesses, this part describes the current national security review systems of U.S., Canada, Germany and China with their latest development through the analysis of the legislative development, the review body and the substantive standards and procedures of review systems. This part is the main body of the thesis.The third part is chapter 6. This part mainly compares China's system and the systems of U.S., Canada and Germany simply in order to provide some suggestion to China.