Research Legal Issues Of Foreign Mergers And Acquisitions Of State-owned Enterprises

Along with the acceleration of the process of world economic integration and the constant deepening of China's opening to the outside world, foreign direct investment in China has undergone an unprecedented development, the pace for attracting foreign direct investment has accelerated obviously, and related structure has been bettered continuously. Foreign investors' merger and acquisition gradually replaces new foreign investment and has become China's most important way of foreign direct investments. At present, China has been in the crucial period of the reform and restructuring for state-owned enterprise; one of the main ways for the strategic restructuring is the introduction of foreign capital to participate in the reorganization of state-owned enterprises. During foreign investors' merger and acquisition on state-owned enterprises, state-owned enterprises can not only aim to the introduction of a significant number of funds, the necessary advanced technology and equipment, but also improvement on the advanced management structure, and helping state-owned enterprises to enter the international market rapidly and to take part in the international labor division and cooperation. However, China's legislation on foreign investors' merger and acquisition debut late, and we still have not formed the system of the legal system to regulate foreign investors' merger and acquisition. Because of the lack of effective legal regulation, there are many problems triggered in practice, especially leading to the monopoly of foreign investors' merger and acquisition and serious loss of intangible assets of state-owned assets. At the same time the case of acquisition of Carlyle Group to Xugong Machinery Company has aroused the concern of all parties, set off a general discussion on which foreign investors' merger and acquisition of state-owned enterprises is likely to endanger the country's economic security. China's research into foreign investors' merger and acquisition began in early 1990s. In the current the domestic fruit of research into the problems of foreign capital to purchase state-owned enterprises is very rich, but, because of the complexity of the problems of foreign investors' merger and acquisition of state-owned enterprises, there are still controversies in the integrity of the building of the legal system of foreign investors' merger and acquisition , so this article has important practical and theoretical significance in the area of legal issues of foreign investors' merger and acquisition of state-owned enterprises .On the basis of the previous study, the article mainly adopts the study method of literature, empirical analysis and comparative analysis to discuss the concept, cause, significance and the problems of foreign investors' merger and acquisition, related practice in German and the U.S. and what China can draw from it, with an attempt to build China's legal system regulation of foreign capital to purchase state-owned enterprises.The article is divided into four chapters, in addition to Introduction and Conclusion parts. Chapter One outlines foreign investors' merger and acquisition of state-owned enterprises . Chapter One is the cornerstone of the article. Chapter One at beginning explains the concept of foreign investors' merger and acquisition respectively; according to the analysis, gets the concept of foreign investors' merger and acquisition. Foreign investors' merger and acquisition is the civil legal act through the purchase of shares or assets in accordance with the regulations of the law in China. Next, we review the ways of foreign investors' merger and acquisition, from merger and acquisition of shares or assets respectively. The chapter adopts the method of empirical analysis through examples. Secondly, it analyses the causes of foreign investors' merger and acquisition from different angles. Finally, the chapter analyses the significance of foreign investors' merger and acquisition, from the three aspects to reveal positive significance of foreign investors' merger and acquisition. Chapter Two is analysis on the legal issues of foreign investors' merger and acquisition, researching from two aspects of legislation and practice. First, the chapter analyzes the legal issues of foreign investors' merger and acquisition. The problems existing are: lack of the basic law on foreign investors' merger and acquisition, different legislation confronted against each other, the lack of system, the legal effect too low, as well as contradictions and conflicts etc. Secondly, the chapter research into the practice of foreign investors' merger and acquisition, the research of the part concludes national treatment and market access, monopoly, and the loss of state assets and evaluation mechanisms. Chapter Three is the legal comparative studies on methods of foreign investors' merger and acquisition, by introducing legal regulations of foreign investors' merger and acquisition of the United States and Germany, in conjunction with a realistic analysis; we may get enlightenment for China's legislation of foreign investors' merger and acquisition of state-owned enterprises. The chapter adopts the method of comparative analysis. Chapter Four is China's legal system establishment and improvement of foreign investors' merger and acquisition of state-owned enterprises. The chapter is the most important, analyzing from both establishment and improvement of the legal system of foreign investors' merger and acquisition themselves and related legal system of foreign investors' merger and acquisition, with the propose that we should draw up the rule of foreign investors' merger and acquisition of state-owned enterprises based on the existing legislation as the basic law of foreign investors' merger and acquisition , in order to harmonize laws and regulations of foreign investors' merger and acquisition.