On National Security Review System Of Foreign Merger And Acquisition In China And The Improvement Of The System

In recent years, volume for foreign capital Merger and Acquisition (hereinafter referred to M & A) is expanding rapidly in our country and M & A involve wider fields and play a positive role in economic development of China. M & A bring a large amount of foreign capital, technical experience and advanced management methods, but, at the same time, if not reasonably and effectively controlled, M & A also have many negative effects, such as loss of state assets, the formation of monopolies, curb of core technology controlled by overseas-funded enterprises on technology innovation of related industries in China. The issues of national security caused by M & A are gradually arousing extensive attention.In 2008, China's "Anti-Monopoly Law" officially went into force and Article 31 stipulates foreign M & A need to be reviewed on national security. In 2011, the State Council promulgated the "Notice of Establishment of national security review system on Foreign Investors'M & A", which shows China attaches great importance to issues of national security in foreign investment M & A, but national security review system of foreign M & A is still in its infancy, so the urgent problem to be solved is how to combine their actual situation and fully absorb the experience of developed countries for improvement and supplement to our related legislations.The body of this paper contains three chapters which put forward solutions to the above mentioned issues:Chapter One elaborates the basic theory of national security review of foreign M & A. Based on review of development and new trends of foreign investment M & A in China, the article analyzes the impact of foreign M & A on national security, reveals the relationship between the foreign M & A and national security and places emphasis on necessity of improving national security review of foreign M & A.Chapter Two details the U.S. national security review mechanism for foreign M & A and related legislations, analyzes its main contents and characteristics and implications to China from the substantive and procedural perspective.Chapter Three starts with summarization of national security review system of foreign M & A in China, analysis of its shortcomings, revelation of defects in our legislations and the difficulties in judicial practice. Then,with regard to legislative modes and specific contents of the substantive and procedural laws,the paper puts forward some suggestions for improving related legislations in China by learning from American experience.