Research On Legal Issues Of Foreign Investors' Merging And Acquiring State-owned Enterprise

How does the state-owned enterprise change the managerial system and reform is always a difficult problem in the development of Chinese market economy. In order to reform the state-owned enterprise, especially the massive state-owned enterprise, and to gain the funds for development, to thaw the frozen capitals, and to build the modern enterprise institution, using foreign capital is an important approach. Merger and acquisition of foreign investors is the act that the investment from one country gets into the market of another country by the way of merger and acquisition. In the field of international investment, it has become the most important mode of foreign merchants'directly investment. Meanwhile, in our country, the foreign investors'merging and acquiring is not only the foreign merchants'requirements of looking for a new investment method and extending the investment, but also the requirements of our state-owned enterprise reforming, economic system innovating, open outward policy and development of social economic. Under the background of the tide of transnational, merger and acquisition sweeps across the world for the fifth times, so does the multinational merger and acquire enterprise in our country. More and more cases of foreign investors'merging and acquiring state-owned enterprises have appeared, which brings both opportunities and challenges to the reform and development of our state-owned enterprises. Merger and acquisition of foreign investors is a form of transnational merger and acquisition, which is different in many aspects from the domestic merger and acquisition. It is the transnational transactions of property rights in the field of international direct investment, whose target is to acquire management and operation power of enterprises and must be regulated by both national and international laws and regulations. However, our present legal system obviously lags behind the demand of reality. It is difficult to discipline the merger and acquisition effectively and guarantee the legal rights and interests of our state-owned enterprises. So the legal surveillance to the process of merger and acquisition must be enhanced. This thesis discusses the regulation in foreign investors'merging and acquiring state-owned enterprise from the angle of legal perspective. There are four component parts as follows. In the first part, it makes a general description on the basic problems of foreign investors'merging and acquiring state-owned enterprise and mainly introduces the related concepts, legal characters, effects to the development of economy and history of this legal system. In the second part, it makes an investigation on the present situations of foreign investors'merging and acquiring legal system and analyses its basic principles and main modes. It takes the example of the merger and acquisition of Dongfeng Motor Company Ltd. and Nissan Motor Company Ltd. to conclude the experience and enlightenment. Then, it elucidates the necessity of establishing a law system for normalizing after pointing out the existed problems. In the third part, it analyses the legal framework of the developed countries and concludes the enlightenment to our legislation. In the last part, through analysis and discussion above, it studies the flaws of our present legal system. At last, it puts forward the suggestions on perfecting the law system in order to regulate the merger and acquisition effectively. Foreign investors'merging and acquiring state-owned enterprise is an important mode to introduce and utilize foreign investment. So a new unitary legal system must be established, which not only includes the public law to adjust the entry of foreign investment, but also includes the private law to adjust the transaction of merger and acquisition of foreign investors.