A Study On The Legal Regulation Of Foreign Capital M & A

Cross-Border M&A is one of the main ways of international direct investment. After World War II, with the prosperity of transnational investment, the proportion of Cross-Border M&A in international direct investment gradually increases:according to World Investment Report of 2015 promulgated by the UNCTAD, the amount of Cross-Border M&A in 2014 has reached S399 billion dollars. At present, in the trend of global economic integration and regional economic integration, the Cross-Border M&A has evolved into a global wave of Cross-Border M&A. Foreign capital M&A is both a blessing and a curse in that while it bring many benefits to the host country, as it may also shed negative impact on the sovereign country’s economic order and national security. Thus, each sovereign state exercises legal regulation on foreign M&As without exception. Some developed countries and regions, for example, the United States, Canada, the European Union, has noticed the importance of the regulation of foreign capital M&A at a relatively earlier stage, and began the legislation of foreign capital’s M&A in the late 19th century. Take the United States for example, it issued the Sherman act in 1890, which was the first anti-monopoly legislation in the world. After revision of the Cross- Border M&A of the relevant legislation, in 2007 the promulgation of foreign investment and national security act marked the formation of a relatively sound legal system of foreign capital M&A.Compared with the United States and other developed countries, the history of foreign capital M&A in our country is shorter, with the initial stage begins in the 1990s, and since the founding of new China, we have long held the planned economy system, legislation of the micro and macro regulation of the market economy has less experience. So for such complex international investment problems, we also need to perfect relevant domestic legislation. At the same time, learn from other country’s advanced legislative cases, and further supplement the legal system of foreign capital M&A, combined with the specific situation in our country, from the level of industrial policy, antitrust regulation of foreign capital M&A, as well as the national security.There are four parts to the thesis.The first part is the general theory of legal regulation of foreign capital’s M&A. It first briefly introduces the concept of "foreign capital" and "Cross-Border M&A", as well as makes a classification of foreign capital’s M&A. It then analyzes and discusses the reasons and necessity of the legal regulation of Cross-Border M&A.The second part is the composition of the legal regulation of foreign capital’s M&A system. In this part, the world legal system of foreign capital M&A and related theories are introduced. The general legal system of legal regulation of foreign capital M&A are introduced from the following three institutional levels:industrial policy regulation, antitrust regulation, as well as the national security review.The third part is the legislative and judicial practice of foreign capital M&A. This part systematically comb on the legislative and judicial practices of the legal regulation of foreign capital’s M&A system in the United States and made a detailed analysis on industrial policy, anti-monopoly regulation as well as the national security review system of US foreign capital’s M&A from levels of substantive standards and procedural rules.The fourth part is the legislation and perfection of the foreign capital M&A in China. This part firstly investigates the legislation and practice of foreign mergers and acquisitions in our country, specifically analyses the present situation of industry admittance regulation, antitrust regulation and security review regulation. Then the paper points out the flaws of the legislation in our country. The paper finally puts forward suggestions for the perfection of the legislation of foreign capital’s M&A in our country.