The Research Of Legal Issues And Countermeasures On China's Cross-border Merger And Acquisitions

Mergers and acquisitions is an important way for companies to expand their scale and improve their own economic strength. In recent years, it has become more and more familiar to Chinese companies. With the global wave of mergers and acquisitions, it is a trend that new investment has been increasingly replaced by cross-border mergers and acquisitions as a kind of international direct investments. The global financial crisis has accelerated the global industrial structure adjustment which created a number of development opportunities for Chinese enterprises. Many Chinese enterprises around the world are taking advantage of a series of mergers and acquisitions, setting off a wave of overseas acquisitions and expanding year by year trend, while the Chinese government has increased the "going out" strategy and the pace of development. Under the context of economic globalization, for Chinese enterprises foreign acquisitions is an important business development initiatives and a key way to enter the international market.However, we must see that in recent years many of China's foreign acquisitions ended in failure. Even those successful M & As cases have also countered repeated setbacks. By researching these cases, we found that Chinese companies outside the legal issues become major issues in mergers and acquisitions, due to corporate mergers and acquisitions are not familiar with the host country's legal system. Cross-border M & As as a transnational economic activity, both with regard to the acquisition of corporate-owned home country laws, but also involves the acquisition laws of the host location, and must also follow the international practice, so it is a complex and legal system work. Therefore, the objective understanding of China's cross-border M & As legal issues faced by its analysis in order to take effective legal measures to be after the merger and acquisitions business in the important issue of integration. This reduces the legal risks of Chinese outbound M & As; maintenance of the company, the legitimate rights and interests of enterprises and individuals to protect China's "going out" strategy has the theoretical and practical significance.This article is prepared to face our country cross-boarder M & As typical discussion and analysis of legal issues, and explore overseas acquisition of the necessary legal measures taken.With the hope that research can provide a useful thought and help for our companies, enterprises and individual's successful completion of outside the M & As.This article is divided into four parts, as follows:The first part is the status of the Chinese cross-border M & As and legal problems faced. First, a brief overview of the overseas acquisition, in the analysis of domestic scholars and international organizations on the basis of the definition of foreign mergers and acquisitions, according to the characteristics of cross-border mergers and acquisitions, the author attempts to define from a legal point of view outside the M & As. Then describes the current practice followed by the most widely used form of several cross-border mergers and acquisitions. Analysis of China's current situation and characteristics of cross-border mergers and acquisitions, and mergers and acquisitions in recent years outside of the typical made a comb. Finally summed merger and acquisition outside China is the major legal issues.The second part is the host country of transnational mergers and acquisitions in the Legislation of the impact of foreign mergers and acquisitions. M & As legislation outlined the host country the main aspects involved. Analysis of key trade links with the closest U.S. and EU merger legislation, and the impact of foreign mergers and acquisitions.The third part reviewed multilateral investment treaty provisions on cross-border mergers and acquisitions and their impacts on China. To tease out the impact on current international cross-border mergers and acquisitions on the international treaties and their impact on China's overseas mergers and acquisitions in order to better serve China's outbound M & As, while China should grasp the international legislative trends, improve the domestic legislation in a timely manner in order to achieve Integration with the international rule of law.The fourth part put forward the protection norms of China's cross-border M & As and figured out the inadequate legislation and corresponding countermeasures. In the discussion on the basis of the first three parts to our specifications and inadequate protection of overseas mergers and acquisitions made assessment legislation. Reference in the sum of domestic legislation with international advanced on the basis of legislative experience, proposed mergers and acquisitions abroad in the appropriate legal measures.