Research On Legal Review System Of U.S. For National Security Concerning Cross-border M & A

In recent years, Chinese enterprises, especially state-owned enterprises have been going out and playing a significant role in the area of international mergers and acquisitions and have achieved a lot. Meanwhile, those enterprises are also facing innumerous legal risks. In 2005, the failure of the case of CNOOC LIMITED merger and acquisition sounded the alarm bell to those Chinese companies setting out to merge companies in America: strong economic strength is only part of the factors leading to success in international merger and acquisitions and Legal review system of America to international mergers. And acquisitions has posed a great threat to International companies wanting to merge target companies in America.Based on recent encounters and experiences Chinese enterprises met with when merging American listed companies and the specific situation of the"going out"strategy adopted by Chinese enterprises, some countermeasures and suggestions are given on how to reduce legal risks caused by legal review on national security to cross-border M&As.Besides the preface and conclusion, this dissertation is divided into four parts as follows:Chapter one mainly provides an overview of standards of legal review on national security to international mergers and acquisitions in America, which analyzes effective legal standards, the possible standards of legal review in the future.Chapter two discusses the procedural issue of legal review on national security to international mergers and acquisitions in America, analyzing the starting-up proceeding of legal review on national security, executive organs and so on.Chapter three mainly analyzes the legal consequence of violating the legal review system on national security to international mergers and acquisitions in America,analyzing the legal consequence from the two aspects that involved corporations don't file legal review on national security and international corporations are voluntary to file the legal review of national security.Chapter four demonstrates Chinese enterprises'countermeasures on how to cope with risks of legal review of national security to cross-border mergers and acquisitions in America. With the"going out"strategy adopted by Chinese enterprises and the specific property right structure of Chinese state–owned enterprises, this dissertation brings forward some countermeasures and suggestions on how to reduce the risks of legal review on national security to cross-border mergers and acquisitions in America.