Research On Legal Issues Of Foreign Mergers And Acquisitions

According to the statistic, mergers and acquisitions in relation to foreign investment of the development country is going up now, in foreign direct investment, it account for one of third. But it is still under the scale of the investment of building new corporation. The investment of seting up new corporation is the main source of foreign investment for the development country. Our country is not the exception. Ever now, mergers and acquisitions, as the main fashion of seting up forein investment corporation , is still rising now. The final purpose of foreign stock acquisition is instauration of foreign investment corporation. As Chinese law system modification, foreign investment would be very important for foreign stock acquisition. Similarly, It has dual impacts on Chinese economy, and should be regulated by law. However, legal system of foreign capital's merging and acquiring in china is not perfect in comparison practical need. A sound legal system has not been established, and the related regulations is not scientific and is hard to function. This situation is not good enough to foreign capital's merging and acquiring listed company, and at the same time, not good enough to protect the interest of the country and other people. In my opinion, it is necessary to perfect our regulation system.This thesis mainly discussed the stock right acquisition of foreign companies. Chapter one defines the legal concept of listed company merger and acquisition; comparatively analyze the similarity and difference of stock right acquisition and asset acquisition. Meanwhile, the thesis clarified the means and aim of the listed company stock acquisition, and the particular two kinds of stock model. Because the thesis is being discussed from the angle of the course of foreign stock acquisition, so the author has introduced the agreement of acquisition, range of management, testimony of credit and antimonopoly examination. The important charter of the thesis—studying the course of foreign stock acquisition has introduced five sides: the problem of creditor's rights and stock's rights; protection of creditor's rights; proportion count of foreign investment; payment time and settlement of stock acquisition price and effectiveness of the agreement of stock acquisition; responsibility of broken the agreement of stock acquisition. Finally, as the problem of the system of foreign investment retreat, the author put forward some opinions.