| Since the year of 1978 after the opening reformation in China, and after the start of social democratic economy market in 1993, China has now become the 2nd largest economic country in the world. Thru non-stop enforce of multinational M&A, Chinese enterprises have become the leading role in multinational M&A field in the world.After the economy crisis in 1997 in Korea, the rule for enterprises M&A has been loosen, the progress for enterprises M&A has also speeded up. During this process, a lot of foreign capital and capital M&A Korean enterprises faced the issue of loss of national assets.Since the establishment of diplomatic relation for China and Korea in 1992, the intercommunication and cooperation in the field of politics, economics and cultural.. etc reached a satisfactory result. Currently, China has become the largest investing and trading country in Korea. Korea is also the 3rd largest trading associate for China. Meanwhile, the two countries are committed to FTA (Free Trade Agreement). Under this kind of tideway, M&A between the two countries in the future will grow quickly. Hence, the control and limitation for Chinese-Korean enterprises M&A regulatory and law have a greater practical meaning and value.In the M&A regulatory of Chinese-Korean enterprises, the main issues regarding the control and limitation of the M&A regulatory include:imposition of the '5% rule' and takeover bid rule on takeover action for acquiring corporation; target enterprises impose antitakeover measures regulatory on acquiring corporation's takeover bid action; imposition of the limitation rule and the national security review rule for foreign capital M&A; imposition of operator concentration rule due to enterprises M&A. Regarding of these limitation rule, both China and Korea refer to US, Europe, Japan and other developed countries'regulation. In most part, the main content and structure of the regulation are similar. However, in the details and the specific procedure of the regulation are still different due to the differences of the regulatory background and the economic condition.From the structure and content of the entire M&A regulation, Chinese relative regulation is more enriched in every aspects, government is also stricter on M&A action. It is hard to determine whether the antitakeover measures precautions are illegal or not. In Korea, there is no separated regulation for enterprises M&A, hence, the buying regulation is not favored to insure the trading stability and to protect the rights for the shareholder. Regarding of the antitakeover measures, there are no actual regulation for the value tropism, issues and precaution for antitakeover measures. In the operators'centralization regulation, it is difficult to ensure the trading stability and the accuracy of the examination. For this, Chinese and Korea should constitute "the guideline for enterprises' M&A" as a self-discipline format. To provide instruction and references for enterprises'M&A and to feedback all kinds of issues that may face during the practice at anytime. Regarding of the buying regulation in Korea, in order to protect shareholders'and investors'legal rights, Korea should refer to Chinese regulation on buying law. In the aspect of antitakeover measures, in order to prevent intended M&A, it should have specific law for antitakeover measure and should consider to legalize the practice of poison pill's plan. In the aspects of operators'centralizing the examination, China, America and EU are all the same, and Korea should also adopt pre-declare regulation and two-phase examination system in order to insure the trading stability of the operators and the accuracy of the examination.The thesis began from a practical perspective, based on the current status of Chinese-Korean M&A regulation and policy. It integral analyzes the control and limitation rule of the M&A regulation in the two countries. By the above described analysis, it finds the differences of the M&A regulation and practices between the two countries and the area where they can learn from each other in order to consummate the M&A regulation and practices in both countries. The thesis is divided into 5 chapters:Chapter one, the chapter analyzes the foundation of Chinese-Korean enterprises' M&A regulations'control and brought forward the core issues of the M&A regulation criterion in enterprises in both countries. The chapter specifically describes the structure and main content of the Chinese-Korean M&A regulation and also brought forward the core issues of M&A regulation and limitation rule.Chapter two, the chapter investigates and analyzes the control and limitation rule of the buyers'behavior. It specifically describes the holding rights exposition and buying regulation of China and Korea. The chapter emphasizes the analysis of the main content of the holding rights exposition and buying regulation and compares the relative regulations in both countries.Chapter three, the chapter investigates and analyzes the control and limitation rule of the antitakeover measures in Enterprises'M&A. It specifically describes the antitakeover measures'lawmaking model and value tropism. It emphasizes the application of the regulation practices in both China and Korea. It also compares the antitakeover measures status in both countries.Chapter four, the chapter investigates and analyzes the operator's centralizing examination rule. It specifically describes the specific procedure and content of the operator's centralizing examination rule in China and Korea. Meanwhile, the chapter also compares the differences between the operator's centralizing examination rule in the two countries.Chapter five, it states the issues of the control and limitation rule of the Chinese-Korean enterprises's M&A regulation, it also states the suggestions of consummating the Chinese-Korean M&A regulations. |
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