On Legal Regulation Of Cross-border - For - Share Mergers And Acquisitions

Foreign merger and acquisitions (M&A) of Chinese enterprises as a new trend of foreign investment have had a profound and wide-ranging implications in economy of china. M&A is a game between companies and the government. The companies wish to achieve the economic effects through M&A, or to make indirect overseas initial public offering (IPO). However, With the purpose of protecting national interests and maintain national economic sovereignty, a nation usually regulate the international M&A by legislation and regulation. Hence the regulation system and the existing problems in practice is the main topic of this paper.As a payment and financing method of M&A, share swap emerges as an legislated method of foreign M&A. this paper first introduce the general regulation system of foreign capital M&A in China, and the definition of share swap, in the first and second chapters. In succession, the writer divides foreign capital M&A into two categories, one is the general M&A, one is the M&A designed to go to make indirect overseas IPO. Share swap used in this two kinds of M&A is different. Based on the newly issued regulations《the Provisions on the Takeover of Domestic Enterprises by Foreign Investors》, the third chapter and the fourth chapter set to analyze the two practical experiences of share swap respectively, and raise some problems existing in the government regulations.This whole paper consists of four chapters. The following is the main contents of each chapter.The first chapter analyzes the basic regulation system of foreign M&A in China in respect of abstract administrative act and specific administrative act respectively.The second chapter explain the concept of foreign capital M&A, local corporation, and share swap, particularly its function and characteristic. This chapter also describes the development of the regulations regarding share swap in China.The third chapter explains the practical experience of share swap of general foreign M&A china and its regulations.The writer focuses on the protection on medium and small size share holders and perfection of the share swap exchange rate during the transaction.The fourth chapter explains the practical experiences in the M&A designed to make indirect overseas IPO. It first introduces the definition of indirect overseas IPO, and the practical experience of share swap in the indirect overseas IPO. Then it analyzes the regulations and legislative intentions. At last, the writer raises some dilemmas existing in the regulations followed with the suggestions.The fifth chapter analyzes a few problems in the regulation system of foreign M&A, including the system of the defect, coordination is not strong, the low level of effectiveness in examination and approval system. The article concludes that we must fully learn experience from developed countries in Europe and America. In light of China's specific conditions, we should clean up our mutually contradictory regulations systems, adjust related industrial policy, improve the relevant supporting systems, thereby strengthen on foreign M&A guidance.