Research On Legal Issues Of Legislation Of Supervision Of Foreign Capital Merge And Acquisition

In recent years, China's market environment has became more and more matured, whole economics is showing a rapid ,stable and good state , a lot of private enterprises, with internal management regulations in large scale, and with great potential capability of development, are coming to the force. With the deepening of state-owned enterprises, large-scale state-owned enterprises which occupy the leading position in the industry have also bred, which led to the monopoly of the industry caused by Foreign Capital Merger and Acquisition, economic security of the countries. Those issues have been paid great attention and discussed by economists and ordinary people. To put matters in perspective, with accelerating of the legal process in our country, China's foreign investment legislation in the field of mergers and acquisitions has been made very good achievements. In 2005 the new "Company Law" and "Securities Law", and the amendment of "Provisions regulations on the acquisition of domestic enterprises by foreign investors " promulgated in 2006 , "anti-monopoly law" promulgated in 2007,and amendments to the relevant regulations and guidelines, provide strong evidences for norms of foreign mergers and acquisitions in recent years. Nevertheless, there are still a lot of gaps and loopholes in the legislation, which has also become a direction for our future research.Whether the legislation of foreign capital merger and acquisition is prefect or not, is not only related to changes in the structure of the market, but also mechanism of access to the market and the country's economic security ,eventually a direct impact on the country's economic development and social stability and harmony.Therefore,the research on the legislation of foreign capital merger and acquisition is of great theoretical and practical significance. In the view of this, the paper attempts to analyze the basic theory of mergers and acquisitions objectively, explores the merits and demerits of foreign capital merger and acquisition to our social economic development, and focuses on the main problems of current the legislation of foreign capital merger and acquisition, provides my humble advice to the legislation and judicial practice for foreign capital merger and acquisition.The paper is divided in to three parts.Part one is relevant to the analysis of basic theory of foreign capital merger and acquisition, to explain the concept and feature of foreign capital merger and acquisition, comb the basic types of foreign capital merger and acquisition; analyze the advantages and disadvantages of foreign capital merger and acquisition; elucidate several supervision theories of foreign capital merger and acquisition, and focus on its supervision practice.Part two is to explore the current situation of the legislation of foreign capital merger and acquisition. By reviewing the historical evolution of the legislation of foreign capital merger and acquisition, analyze the main problems in this field, such as subject of supervision, the standard supervision of anti-trust, the process of supervision of anti-trust, the penalties and relief mechanism of supervision of anti-trust, as well as the legislation of access to market, are flawed in varying degree. So as to lay the foundation for the research on how to further improve legislation of foreign capital merger and acquisition.Part three is to offer specific suggestion to improve legislation of foreign capital merger and acquisition. China's legislation of supervision of foreign capital merger and acquisition should be systematic, it is a systematic project. In addition to Anti-trust law, the content requires regulating not only by 'Company law'. 'Securities law, 'Labor law' and 'Social Security Law' but also other legal departments at different levels from different angles. The legislation of supervision of foreign capital merger and acquisition in China should insist on the principle of economic safe, the principle of promoting effective competition, the principle of efficiency and the protection of the interests of minority shareholders and creditors and so on. The pattern of legislation of supervision of foreign capital merger and acquisition should be in both models of the basic law and other laws.Moreover,other relevant law such as 'Company law 'and ' Foreign Investment Law' should be improved to serve for the supervision of foreign capital merger and acquisition.