Research On The National Security Review Of Foreign Acquisition

Focusing on the National Security Review of Foreign Acquisition ("NSRFA"),this thesis,from the perspective of comparative analysis,analyzes and explores the NSRFA legal system in United States,Canada,England,France and Germany.On the other hand,based on China's current laws and regulations on foreign acquisition,this thesis does a research on the absence of NSRFA in China as well as the potential adverse effects,which arise from foreign acquisition,on China's national security.In the end,this thesis proposes some suggestions on the establishment of China's legal system regarding NSRFA.In addition to Preamble and Conclusion,this thesis comprises 4 chapters,the abstracts of which are as follows:Chapter One is mainly dedicated to introduce the NSRFA by detailing the concept and legislation of NSRFA as well as the basis for an analysis of the NSRFA.When explaining the concept of NSRFA,this chapter analyzes the concepts of foreign merger, National Security and the National Security Review of Foreign Acquisition.The NSRFA,as a kind of regulatory measures taken by a country,is in nature the embodiment of exercise of sovereignty,and that the NSRFA comes into existence due to the foreign acquisition's potential adverse effects on the national security of host countries(capital importing countries) and the absence of relevant legislation with regard to NSRFA.In addition,this chapter briefly introduces the regulations of several countries on the NSRFA.Chapter Two,from the perspective of comparative analysis,roughly discusses the NSRFA legal system in United States,Canada,England,France and Germany in two respects,stating the substance of review and procedures of review.Since the substance of review relates to the organization of review,object of review and standard of review. The standard of review,namely,the definition and scope of National Security,is the core of the NSRFA.In addition,the procedure of review in aforesaid five countries is also analyzed,which the author hopes could be helpful to improve the China's legal system regarding NSRFA.Chapter Three,standing on China's current legal system,deals with the absence of NSRFA in China and the need for the establishment of the system.Provisions Chinese Antimonopoly Law and on Acquisition of Domestic Enterprises by Foreign Investors, proposed the NSRFA in China.Nevertheless,such provisions relating to the NSRFA are obscure,and lack an operational and enforceable framework.When it comes to implementation,China still has to strive for setting up relevant laws and regulations. This chapter also analyzes the foreign acquisition's potential adverse effects on China's national security by quoting two cases,i.e.,Sony's Acquisition of Sobey,the proposed Acquisition of Xugong Construction Machinery by Carlyle Group.Chapter Four puts forward some suggestions on the establishment of NSRFA in China.Since the NSRFA is different from China's current examination and approval system of foreign acquisition,China shall,in consideration of the compliance of the NSRFA with current foreign investment laws and regulations,establish complete and enforceable NSRFA legal system with reference to the legislation of United States and Canada.With regard to the proposed NSRFA legal system in China,organization of review,the object of review,contents of review,standard of review,organs in charge of review and procedures of review are also elaborated in this chapter.