The Research On The Risks Of China's Commercial Banks' Cross-border Merger & Acquisition And Its Guard

Cross-border merger & acquisition (M&A) is the way of the China's commercial banks'internationalization, and it's also an important measure for the bank operation under the globalization background. The cross-border M&A of banking industry in our country has already started and become a high-profile phenomenon. In the Past 30 years, China has accumulated at least 2 trillion dollars of foreign exchange reserves. As respected that the money will be used for more foreign exchange M&A activities, and the spread of the subprime crisis precisely just to greet the arrival. In the current subprime crisis of the United States, many global financial institutions encounter he fluidity difficulties. With the great enhancement of the asset size and financial strength after the stock market reform, China's commercial banks should take advantage of this opportunity and choose a number of promising banks to carry out M&A. This is the significance of this thesis. Specifically, the full text is divided into following five Parts.The first chapter introduces the purpose and significance of the risk research for cross-border M&A of banks, and reviews the research situation of cross-border M&A and the risk about the cross-border M&A. Then it points out that the study of corporates'cross-border M&A and banks'cross-border M&A in general sense are much more than the legal risks of banks'cross-border M&A.In the second chapter, the author analyses the cross-border M&A legal risk of China's commercial banks. According to different standards, legal risks of banks' cross-border M&A may be classified into legal risk exterior the enterprise and legal risk interior the enterprise, legal risk happened before the finishing of the M&A and legal risk happened after the finishing of the M&A, common legal risk and additional legal risk.The third chapter makes a detailed analysis about the legal deficiencies in the system of China's commercial banks cross-border M&A, that is mainly reflected in the following aspects:(1)support mechanisms are inadequate.(2)cross-borders investment insurance system needs improving.(3)the existing bilateral investment protection agreements can not be effectively ward off risks.The forth chapter is a summary of the main draw on extra-territorial laws to prevent the risk of banking experience in cross-border mergers and acquisitions. With the accelerated process of European financial integration, the'European Union modified the laws and regulations on M&A, reducing the cross-border banking M & A legal risks. In addition, China's commercial banks should learn from the role Western countries'investment banking play in cross-border M&A. For some countries the banking industry has not yet fully open, by "first shares after holding", China's commercial banks can effectively prevent cross-border M & A legal risk. In addition, countries often adopt the following measures to prevent cross-border banking M & A legal risks:(1)establish professional institutions, providing information services; (2)establish oversea investment insurance system; (3)improve corporate governance and business model.The fifth chapter puts forward bold ideas for the building of mechanism for China's commercial banks to guard against the legal risk of cross-border M & A. The legal risk of cross-border M & A which China's commercial banks face is a very real issue. And to guard against legal risks, it needs such commercial banks and the government in close collaboration and cooperation. Internally, commercial banks should be used to form parent-subsidiary form of risk "wall", set up a reasonable share structure and make a reasonable arrangement for M & A terms of the agreement. The Government should develop private equity funds and investment banking business, establishment of cross-border mergers and acquisitions of private banking information systems, improve the legal system of China's oversea investment insurance, participate in the construction of international financial cooperation under the framework of coordination mechanisms, modify or enter into bilateral investment protection agreements,etc.