| The foreign capital M & A achieves unprecedented development along with the faster pace of the global economic integration. It has become one of the most important forms of foreign direct investment. Meanwhile, the corresponding national security problem is also brought to the forefront. It is an important question that must be resolved urgently now that how to induct and regulate merger and acquisition investors by the legal measures, to promote the further development of foreign capital investment, and to avoid potential security hazards. As a means of protecting the national security, national security review mechanism of foreign capital M & A is acceptable for all countries, and is emerging fast. It is also imperative to establish relative national security review mechanism in China.Based on the conception and meaning of the national security review mechanism of foreign capital M & A, this article adopts comparative and historical analysis to study the national security review mechanism of the United States, Canada and France, which are the three representative developed countries. In the end, it puts forward the view that the national security review mechanism of foreign capital M & A should be established in China, seeing from the country's reality and existing legislative situation.In addition to the introduction and conclusion, this paper is divided into four parts, with the primary structure arrangement and the content as follows.The first part brights forward the basic theory of the national security review mechanism of foreign capital M & A, including its defination and meaning. The conception of the mechanism is that according to certain standards and procedures, the review institution determines whether to allow foreign capital to merger and acquisition domestic enterprises or not, by considering the affecting of national security. It is clarified the differences and relations between the review mechanism of the national security of foreign capital M & A and that of antitrust review. It is also discussed the significance of establishing the national security review mechanism of foreign capital M & A, which is conducive to safeguard the national economic security, to protect the interests of all parties in the foreign capital M & A, and to restrict the negative effects of the foreign capital M&A of domestic enterprises by foreign investors.The second part describes the Foreign Investment and National Security Act of 2007 in the United States, Investment Canada Act and Bill C-10 of Canada, and Decree No.2005-1739 of France. From the review institutions, the review objects, the review standards and review programs, it respectively expounds the modes of the three countries'national security review mechanism of foreign capital M & A.The third part makes further deep analysis to the national security review mechanism of foreign capital M & A of the United States, Canada and France in light of comparative research methods. It makes comparison from the aspects of the legislative background, the review institutions, the review objects, the review standards and review programs, by discussing their similarities and differences. Moreover, it continues to point out some useful reference content for China starting from the reality and legislative situation.The forth part is expressed the key point of this article. It introduces the current legislative situation of China and puts forward the setting of national security review mechanism of foreign capital M & A. Although it has achieved remarkable results in foreign capital M & A of China, the national security review mechanism of foreign capital M & A still remain in principle level. And the current legislative situation is lack of not only systematic with low legal effect, but also coordination between laws and regulations. On this basis, it presents the concrete suggestion of building the national security review mechanism of foreign capital M & A, that is, referring to the national security review models of developed countries combining with China's actual conditions, to comment the feasibility from the four aspects, the review institution, the review object, the review standard and the review process, and to build workable and appropriate national security review mechanism of foreign capital M & A.
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