Antitrust Issues In Cross-border Mergers And Acquisitions Research

Since 1990s, cross-border Mergers & Acquisitions (hereinafter cross-border M&A)have substituted for green field investment and caused a hot discussion in the field of international investment. As a choice of big enterprises for overseas investment,the merger company,target company and the country where the target company is located have different opinions on cross-border M&A. The purpose of merger company is to pursue maximum of profit,enlarge the scale of company in a short period,enter the market of target company,increase market share and enhance its international competitive power by cross-border M&A. Cross-border M&A has incomparable advantages on this. As to target company and the country it is located,especially developing countries , their purpose is to introduce transnational corporation's capital,advanced technology and managing experience to strengthen their own enterprises , upgrade domestic industrial structure and accelerate industrialization to improve resources distribution and develop domestic economy. The great differences in purposes drive merger company and target company taking different actions in the process of cross-border M&A.Generally speaking,there are three choices for transnational corporations to realize their purposes:horizontal cross-border M&A,vertical cross-border M&A and conglomerate cross-border M&A with different effects to the country where target company is located except each of them may cause monopoly which is the most serious negative effect. That is why the governments take measures to regulate cross-border M&A which may affect establishment and improvement of a fair competitive order and industrial independency in the industries not mature enough,and even threaten economic safety. It is necessary and important to regulate cross-border M&A to prevent monopoly.Regulating for the monopolistic behavior in cross-border M&A is one of the most important part in anti-monopoly legislation in our country. But so far,there is no anti-monopoly law in China and the relevant laws or regulations are not complete. In such cases,on the basis of analyzing and studying the necessity of regulating monopolistic behavior in cross-border M&A and foreign related legislation,the paper puts forward corresponding views.The paper consists of four chapters.In chapter 1,The outline of the monopolistic behavior in cross-border M&A .I firstly generalize and analyze concept and features of it;Secondly,I analyze the typesof the monopolistic behavior in cross-border M&A which consist of the monopolistic behavior in horizontal cross-border M&A , vertical cross-border M&A and conglomerate cross-border M&A ;Thirdly,I describe the necessity of regulating the monopolistic behavior in cross-border M&A.In chapter 2,The legal system of regulating the monopolistic behavior in cross-border M&A of foreign countries. I outline the United States,Germany and the EU's legislative system and its implementation with regard to conducting M&A in details.In chapter 3,Legislative overview of regulating the monopolistic behavior in cross-border M&A in our country. Firstly,I elaborate on our country's legislative process and situation in anti-monopoly law;Secondly,I contract the current laws which regulate on monopolistic behavior in cross-border M&A ;Finally,I focus on the provisions'analysis on three versions of our anti-monopoly law.In chapter 4,The issues of improving legal regulation of the monopolistic behavior in cross-border M&A. I make legislative recommendations from the following three aspects:the standards of TNC monopoly;the damages claim about M&A ;the extraterritorial application of regulations.