Some Thinking About My Company M & A Legal System

The author is devoted to the subject of M&A legal system in our country and puts forward some of his ideas concerning the improvement of our M&A legal rules and regulations.There are four parts in the paper.Part 1 Concepts and Classification of M&A. In the part,the author lists six concepts concerning and makes classification of M&A action. The purpose is to make clear definition and classification as the preparation for the discussion in the parts afterwards.Part 2 M&A practice and legal rules and regulations of foreign countries. The author first talks about the M&A history of Britain and the United States and then has a discussion about their M&A legal rules and regulations.Part 3 M&A experiences in China and shortcomings in its legal rules and regulations. The author recalls M&A experiences in China and then points out the problems concerning the M&A legal system in our country. First,M&A legal system is not complete,short of rules and regulations about some major questions. Secondly,detailed rules and regulations subordinated to law do not come out as scheduled. Thirdly,there are different regulations on the same issues. Fourthly,legal regulations are not clear and detailed,without directions for practical operation. Fifthly,M&A action is not taken according to the legal rules and regulations.Part 4 Some ideas about our M&A legal system improvement. There are three sections in the part.In the first section,the author suggests our M&A legal system be set up with all related legal rules and regulations and continuous improvement be made.In the second section,the author lists some principles about M&A legal system and some important contents to be included,such as to prevent monopoly while to encourage the rational M&A action,to uphold the principle of voluntary merger,to protect the rights and interests of minority shareholders,to disclose the relevant information,to supervise and regulate the M&A action by the government,to encourage as well as control the foreign capital for M&A in China,to make the M&Alaw applicable by way of detailed rules and regulations,and etc.In the third section,the author suggests some items be included in the M&A legal system.1. Investment with share right. Our law of corporation does not include share right as a way of investment. But in the practice,the target company's shareholders make investment by way of their share right of the target company. Investment with share right is reasonable in theory and acceptable in practice,and should be included in the M&A legal rules and regulations.2. Minority shareholders' claiming right. There are rules and regulations for the protection of minority shareholders' claiming right in some other country's M&A legal system for the interests of minority shareholders in M&A action. Our M&A legal system may take it into consideration.3. When to count in the profit. When an M&A action is finished,the profit and loss resulted from the target company assets comes into the merger's. It happens at the time when the merger company receives the share ownership of the target company. The ownership-transferring day should be the datum day.4. To notice the creditors. Both the target company's creditors and the merger's creditors should be noticed in an M&A action to fully protect the creditors' rights and interests.