| Corporation merger is a legal act to combine two companies into one. As one of the major methods to extend a company and to defeat the competitor, it has long been used to enlarge a company. Mr.Oorge Stickler, the famous American economist and Nobel Prize winner, said in the beginning of his thesis The Road to Monopoly and -Corporation Merger: "It is an outstanding phenomenon in the modem economic history for a company becomes a huge enterprise by merging the other competitor." "No American big company did not grow up by merger to certain degree and by certain method. Almost no company grew up by inter-company extension." Therefore, it is obvious that corporation merger has become the major method adopted by modern companies to extend in the western society. American saw four highs of corporation merger ,which deeply influenced the and American even the world economy. In our country, merger in its modern meaning is a product of economic reform. It began from Baoding of Hebei province and Wuhan of Hubei province in the beginning of 1980s, then extended to the other places, and promoted the economic growth of our country. At present, it is a problem must be resolved how to deepen the reform of state-own companies, get the state-own companies out of dilemma, and realize the reasonable disposal and flow of property. Through corporation merger, realize the reasonable flow of property, enhance the enterprises and promote the economic growth. However, at present there are still problems of one form or another in the process of corporation merger. Problems like corporation merger is not merger in real sense, improper involvement of government, unclear property relationship, incomplete social protection system and incomplete legal regulations, all delay the corporation merger comes to market, and affect the effectiveness of corporation merger. It is a topic need discussion and conclusion how to learn from legal regulations on corporation merger of foreign countries to regulate the corporation merger of our country and promote the economic growth. This paper, using comparative and analytic method, analyzed the legal regulations on corporation merger of foreign countries, and proposed the author's viewpoint based on the present condition and problem of corporation merger in our country. The paper is divided into 5 parts.Part One, Corporation and Corporation Merger.This part is divided into 3 part. Part one is about the definition of corporation merger. Comparing the different definitions made by law and scholars from different countries, the author makes a definition of corporation merger, the difference between merger, purchase and combination, the difference merger in its commercial sense and merger in the sense of anti-trust law, And so defined the topic and scope of the thesis. In the viewpoint of the author, corporation merger is an act by which two or more than two companies, in accordance with the law or the agreement in the merger contract, combine into one company in due course. Part two is about the legal form of corporation merger. The paper divided the form of corporation merger into absorb merger and establish merger, defined the scope of corporation merger, and compared the advantages and disadvantages of absorb merger and establish merger. Part three is about the nature of corporation merger. The author compared three theories on the nature of corporation merger. Proposed that the "personality combination" theory is more comply with the true nature of corporation merger. In conclusion, this part disclosed the real meaning of corporation merger through the analysis of the concept, legal form and nature of corporation merger.Part Two. The Procedure of Corporation Merger and The Merger ContractIn this part, the author at first introduced the normal procedure of corporation merger and the purchase of company in western countries, and the corporation merger procedure in our country. Through comparative study, referring to the relevant regulations in the Company Law and The Interim Regulations... |
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