| With the development of globalization,Merger & Acquisition takesplace from domestic to abroad. Then cross-border Merger & Acquisitiontakes place frequently. China which is open to the world has also beenattracted into this trend. Cross-border Merger & Acquisition is like atwo-sides sword.It would bring us capital,technology and managementexperience. Meanwhile,it may cause monopoly,threat economy securityand prevent national industry's development of our country. Basic on it,《The Temporary Provision Rules For Foreign Investor To Merge &Acquisition Domestic Enterprise》has been issued. It symbolizes thatChina declares antimonopoly to cross-border Merger & Acquisition in thestyle of law. This thesis focus on antimonopoly in 《 The TemporaryProvision Rules For Merger & Acquisition》. Basic on learning the relatedlawmaking and practice in the world,try to find out the defect in the rulesand propose some suggestions. This thesis is divided into four parts: Chapter 1 introduces the basic definition of Merger &Acquisition ,cross-border Merger & Acquisition. Merger & Acquisitionrefers to the annexation and purchase between enterprises. When suchcases occur among different countries,they are called cross-borderMerger & Acquisition. Then,analyze the advantages to enterprises andthe host country . On the other hand , cross-border Merger &Acquisition has close relations to monopoly. why should monopoly berestricted? This thesis definitions the meaning of monopoly from theeconomics angle,and analyzes the three greatest malpractices thatmonopoly has. At last ,put forward three basic principles of theantimonopoly lawmaking on cross-border Merger & Acquisition:1,thenational economic safety principle;2,the limited citizen treatmentprinciple;3,equity and efficiency principle. Chapter 2 analyzes the lawmaking and practice of the mainadvanced nations on cross-border Merger & Acquisition,from the angleof history and development view. Most of the advanced nations does notdistinguish domestic Merger & Acquisition to cross-border Merger &Acquisition and take both of them as the control objection toantimonopoly law. So the comparison of this part is mainly according toantimonopoly law. With the comparison on the lawmaking and practice ofthe United States,EU,Germany and Japan,this thesis draw a conclusion:our control to cross-border Merger & Acquisition should adopts theinternational competition strength and economic interest of our country. The first part of chapter 3 is the summary for the present conditionsof cross-border M&A antimonopoly lawmaking in China. Thencomments on 《The Temporary Provision Rules For Cross-border Merger& Acquisition》,and summarizes the problems that exist in China'santimonopoly lawmaking for cross-border Merger & Acquisition:On onehand, the lawmaking system is disordered.The related rules arenumberless and they are conflicting each other. So we should formulateunified antimonopoly law and foreign capital law , On the otherhand,there are still many problems in《The Temporary Provision RulesFor Cross-border Merger & Acquisition 》, such as investigationstandards , report institution , punishment measures , exemptingconditions,external application and executive organization etc. Chapter 4 is the textual point,relatively draw the lessons from thewestern countries' lawmaking and practice,this thesis aims at theproblems which existed in 《 The Temporary Provision Rules ForCross-border Merger & Acquisition》and combines the actuality of ourcountry,puts forward the perfect suggestions of lawmaking. First,on thelawmaking system,the antimonopoly lawmaking of cross-border Merger& Acquisition should accept the conclusions of the united antimonopolylaw and the foreign capital law,and carried out the design to the basicframe of this law system. Second,on the lawmaking mode,taking theAmerican anti- monopoly lawmaking mode as its main line,taking AT&T case and Microsofts case as the annotation,put forward the suggestionto the lawmaking mode of our country. Third,report and investigationrules are the import... |
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