Legal And Regulatory Cross-border Mergers And Acquisitions

From the middle period of 20 century, the transnational M&As becomes an important side of international economic activities gradually. The international direct investments obtained unprecedented development along with the quickening of the global economic integration proceeds, and the international production system which mainly composed of multinational corporations earned great development. The global wave of M&As in the past 10 years contributed greatly to the development of international direct investment. To a great extent, M&As entry mode replaced Greenfield investment and became the most important part of foreign investments. Meanwhile, the trans-corporation's mergering, with its huge capital circulation and combination with enterprises within each trade, each area, each insides of country with among, have already begun to exert an enormous influence on the economy and politics of each country of the whole world and area. How to induct and regulate M&As investors by the legal measures, how to promote the further development of international investment, and how to avoid the negative impact of transnational M&As appropriately, is an important problem that must be resolved urgently now. The legal matters involved in transnational M&As are very extensive, so it's a difficult and systemic project to do thorough study in this topic. This paper focused on three main sides within the legal regulations of transnational M&As, the first two are investment policy and competition policy related with transnational M&As, and the third is, some special regulations of acquisition of listed companies. Aiming at the legislations and juridical practices at above three aspects by national governments and the international community, this paper discussed the development features, status and deficiencies in the regulation of transnattonat M&As and put forwardsome constructive suggestions on our countries' supervisory system of transnational merger legal perfection.In the first part of this text, we give the definition and type of transnational M&As , also the reason of its rising , I have explained the negative effects of international economy and host country economy and concluded that transnational M&As is a kind of international direct investment way in essence, it is international just because it is international in capital; And I think that the economic globalization is the great background of its rising , the integration of regional economics has offered the realistic foundation for its rising. Also I have analyses its seven reasons in microcosmic of its rising. To prove it is necessary to supervise the transnational merger by law, I analyses its negative effects to international economy and host country economy.In the second part of this text, I have explained the legal system of three main aspects that the host countries carry on the law supervised of transnational M&As. Go on to host country to transnational merger foreign capitals legal system supervised. From two respects of the restriction on the thing that the foreign capitals enter the market and the regulation in ratio, I analyzed the host coutries' foreign capital policy on M&As. Meanwhile, I also analyzed the relevant system of the securities law and antitrust law of host countries supervised to transnational merger.The third part of this text is mainly to propose the imagination of perfecting the legal supervisory system of transnational merger of our country. In this part, 1 analyzed the existing problems of our country' s supervisory system on transnational merger from the four respects which were organ, supervise entity standard, and merge normal way and procedure.And I think , we should make nationwide unified " enterprises merge Basic Law " as soon as possible , make " the antimonopoly law ", and perfect " company law " and " Securities Law ", offer theguarantee in law for supervising transnational merger in the country.In addition, I also think that we should have a unified regulator to control transnational merger and give it the authority to checking and punishing. At the same time , we should perfect the supervision way in transnational merger further , strengthen the examination dynamics of transnational merger correctly at market access stage; In the course of merging, strengthen the control of transnational merger, normal way and procedure that merge, in order to protect the square legitimate rights and interests of the related. Espeacially,we should strengthen the check to transnational merge after its completion in order to protect national whole interests and prevent risk of shifting , escaping from fund to release , evade tax , etc.In the last part, the author think that transnational M&As has swept across the whole world already, having a far-reaching impact on the economy of each country and area of the world, because there are some conflicts to the supervision of transnational M&As before the law, seeking to cooperate further had already brought into schedule on the legal control of transnational merger.In this part , I introduced briefly the main bilateral and multilateral co-operation at present and thought developing country enjoy disequilibrium of interests with developed country is the main obstacle of cooperating on the control of transnational merge globally at present.I maintained that utilizing the law of conflict to cooperate or through regional cooperation on the control of transnational merger should be the best choice.