On Legal Regulation Of Foreign Investor's Merger And Acquisition Of Chinese Listed Companies

Cross-border Merger and Acquisition is a rapier to the host countries, it helps to optimize economic resource's allocation, while it brings the negative influence such as hindering the development of the national industry, monopoly of domestic market and financial crisis. So most countries in the world regulate it so that the host countries can restrict these negative influences, and make national economics develop healthy. From 1995, foreign Investors began to merge and acquire Chinese listed company. Similarly, It has dual impacts on Chinese economy, and should be regulated by law.As we enter the post-WTO period by the end of 2006, our national market extends the scope of opening to the outside world ; As state-owned shares and legal person-owned shares become negotiable stocks , Foreign Investor's Merger and Acquisition of Chinese Listed Companies ("FIMACLC") have more choices to apply; As supporting legal rules were published FIMACLC has the looser legal environment. All of these factors make Chinese Listing Companies become the focus to Foreign Investor to merge and acquire. Because Listing Companies are outstanding and important ones in our national economy, FIMACLC influences more deeply on our national economics. Our government shall strengthen the regulation of FIMACLC according to law so that we can eliminate the negative influence of it.However, legal system of FIMACLC in china is not perfect in comparison practical need. A sound legal system has not been established, and the related regulations are not scientific and hard to function. Whereas, this situation is not good enough to market's efficiency. In my opinion, it is necessary to perfect our regulation system.Based on the successful experience of legislation and jurisdiction in developed countries, the article analyzes particular problems regarding FIMACLC, and then produces legislative proposals. The article points out that the regulation system of FIMACLC should mainly be composed of investment law for foreign merchants, securities law and anti-monopoly law.The article first introduces the basic concept of FIMACLC and legal regulation , analyzes the development of FIMACLC, then, expounds necessity, aim and principle of FIMACLC legal regulation. Then, the article analyzes problems in Chinese legal regulation system and gives a brief introduction of regulation of foreign investor's M&A of listing corporations from legislative and jurisdictional perspectives respectively. After that, the article makes some comments on Chinese legal regulation system. The article points that the regulation system of FIMACLC should mainly be composed of investment law for foreign merchants, securities law and anti-monopoly law.Finally, the article focuses on perfecting legal regulation of FIMACLC. In the field of securities market, partial tender offers, negotiated M&A and anti-takeovers. The article puts forward relevant legislative proposals. In the area of anti-trust, we nearly have no rules to regulate. So, the article tries to conceive a draft anti-trust legal system regarding FIMACLC. As to the market access policy, the field of protection of state-owned assets and shares, the article gives principle ways to resolve these.