Legal System For Foreign Mergers And Acquisitions Of Listed Companies

Since 1990s, with economic globalization and capital's flee flow,merging and acquiring Chinese enterprises has become an primary method offoreign direct investment. It functions as a two-edge sword. On the one hand,it advances the development of economy of related countries. On the otherhand, it brings some negative impacts. For this reason, many countriesregulate it and devote in perfecting their legal system of foreign capital'smerging and acquiring domestic enterprises.From 1995, foreign capital began to merge and acquire Chinese listedcompany. Similarly, it has dual impacts on Chinese economy, and should beregulated by law. However, legal system of foreign capital's merging andacquiring in china is not perfect in comparison practical need. A sound legalsystem has not been established, and the related regulations is not scientificand is hard to function. This situation is not good enough to foreign capital'smerging and acquiring listed company, and at the same time, not good enoughto protect the interest of the country and other people. In my opinion, it isnecessary to perfect our regulation system.With the loosing policy of foreign capital investing listed company and thepublishing of relative law and regulation in M & A field, foreign capitalmerging and acquiring listed company will become the continuous hot spot ina long time. The development of foreign capital merger and acquisition is theopportunities for reform of state-owned enterprises, the improvement of listedcompany operation and the ordered development of capital market. On theother hand, it is also a challenge to Chinese relative backward legislation.How to solve various legal problems of Merger and Acquisition properly,such as foreign investment permission, state-owned shares' price, antitrust andhow to eliminate the improper laws and regulations in order to smooth theway for Merger and Acquisition are this thesis' main contents.This thesis is about 37,000 words and composed of four parts. Thefollowing will introduce the main contents of each parts simply.PartⅠThe author will introduce the precise legal meaning of Merger and Acquisition, legislative evolution on Foreign Capital Merging andAcquiring listed company and analyses of current relative law and regulations.The development of Chinese economy, the reform of stated-owned enterpriseand the ordered development of capital market make us pay more attention tothe legislation for Foreign Capital Merging and Acquiring Listed Company.As far as I know, listed company M & A is just as neutral as other marketbehaviors: exerting both positive and negative impacts, supplying bothadvantages and disadvantages.PartⅡThe author will introduce the main forms of Foreign Capital M& A. Each forms will be explained with practical cases.PartⅢThe author also makes the introduction to the Foreign Capital M& A laws of the United States, other developed countries and Taiwan regionin order that we can learn legislatively some experience from them.PartⅣWith a revelation to weakness of China's legislation on ForeignCapital Merging and Acquiring listed company, it puts forward somesuggestions for further perfection, in hoping to progress of China's legislationand establish the law rules according with Chinese reality and internationalpractice.