Study On The Rule Of National Security On Foreign Mergers And Acquisitions

Face to the currency of globalization as well as the expansion of mergers and acquisitions, particularly after China's accession to WTO, China reduced the limit of foreign investment. In the 90s, the proportion and scale of mergers and acquisitions grows gradually in China's market. With this currency, mergers and acquisitions gradually have caused the great influence on China's national security, economic security, as well as China's national industrial, which triggered the discussions of local scholars and the public about the influence on the national security, the most of interesting thing is the case of U.S. Carlyle Group's acquisition to Xuzhou Construction.In this paper, we review the national security of mergers and acquisitions as the research object. We discuss this problem in-depth analysis respectively from the angle of theoretical and practical, hoping to of put forward the corresponding theoretical support. At the same time, the paper analyzes the relevant rule of United States, Canada, providing some advice for the built of China's reviewing rule. Due to the limited knowledge, I do not intend to make a general idea for our national security review of M & A systems.The first part is the theoretical basis of the national security review of M & A. the author defines the "foreign","security", "national security" and other concepts related to this system, so that we can build the national security exactly. Then we can clearly define review criteria, review procedures and so on. In the paper the author proposed the concept of "comprehensive security" which should serve as the main criterion of national security review of China's M & A.The second part is the practice basis of the national security review of M & A. this part analyzes the historical background and social reality of this rule and the pros and cons of economic globalization, as well as the impact of mergers and acquisitions to national economies and the world economy, so that we can analyze the necessity and feasibility of this rule. And through the analysis the relevant legislation of other countries, we can see the importance of the national security review of M & A. The third part are some theoretical issues of the national security review of M & A.the main aim of this part is to support the theory of law for the national security review of M & A. in fact, the adoption of any law are inseparable from the underlying solid theoretical support. in this section, the author analyzes the concept censorship, characteristics, and the positioning of the system and value orientation and so on. At last we discuss the basic principle and legislative models. In the final, the author analyzes the difference of the national security review of M & A and the antitrust review, in order to illustrate the independence as well as the need of this rule.The fourth part is the outside analysis of the national security review of M & A. this part mainly analyze some countries that have been established the national security review of M & A. in accordance with the evolution of history, we not only analyzed the rule from the review body , review standards, review procedures and other aspects of the analysis, but also analyzed the cause which different States take different systems in different periods , hoping that China can also draw on advanced foreign experience and the foundation of a system, combining with China's actual conditions and economic development to build the national security review of M & A, rather than study blindly the other countries'provision.The fifth part is the national security review of M & A in China. This part is based on the analysis of four parts. Through the actual situation of China's current analysis and the piecemeal provision about the national security review of foreign M & A, pointing out that China's current institutional gaps in the range. And then through the analysis of China's current actual cases about this facet, to prove the urgency of the national security review of M & A. Finally the author put forward relevant proposals about the national security review of M & A in China.