A Study On The National Security Examination System Of Foreign Capital M & A In China

Since our country reforming and opening and accession to the WTO, foreign capital M & A is intensified in China. The number of enterprises and volume, industry and area are in a growing trend. It brings us a great of management experience, large funds, talents, advanced technology, while, it also produces certain negative effect. Such as the loss of national brand, the loss of state-owned assets, the control of foreign enterprises to our country’s key industry and a series of national security problems. In the face of such emergency situations, China has successively promulgated a number of laws and regulations and other normative documents, such as "on the mergers and acquisitions of domestic enterprises by Foreign Investment Enterprises Provisions" issued by six ministries in 2006, "anti monopoly law" in 2008, "on the establishment of the security review system for mergers and acquisitions of domestic enterprises by foreign investors notice" promulgated and implemented by the general office of the State Council in 2011, which reflects our country’s close attention to national security review system of foreign capital M & A, but the construction of this system and the implementation still exist deficiencies. This article takes our country current national security review system as the research object, on the basis of the disadvantages of our country, focusing on the advanced legislative experience of the United States、Canada、German and Japan, in order to find out the suitable measures for our country, develop and perfect the system,which puts forward some practical suggestions for the purpose of keeping balance between foreign investment and national security.In addition to introduction, the text is divided into four chapters.The first chapter takes Xugong M&A Carlyle case as the breakthrough point, elaborates the concept of national security review system and the comparison of related concepts, finding out its drawbacks. The second chapter analyses the legal basis of system construction.The third chapter, which mainly studies national security review system of several countries, from the legislation evolution and substantive content, in order to provide some experiences for building and perfecting our country’s national security review system of foreign capital M&A.The fourth chapter is mainly talking about how to build and perfect the system and puts forward some suggestions, from three aspects of the legislative conditions, legislative principles and specific idea to discuss and expound.