Mergers And Acquisitions Related Studies In Antitrust Law Of Our Country

Mergers and acquisitions (M&A) has been an important way of economicdevelopment. It plays a crucial role in developing the scale economy and improving thecompetitiveness of enterprises. So, M&A is always the popular topic in economic circleand jurisprudential circle. The anti-monopoly law, which began to implement in2008inour country, makes provisions about it at the forth chapters. But it uses the expression of“the concentration of business operators” instead of “mergers and acquisitions”. No matterwhat expression it uses,“the concentration of business operators” means M&A in anarrow sense. According to the global economic development, we can see that the M&Adevelops rapidly. So, many countries have made strict laws and policies for M&A. thus,M&A can develop in accordance with laws. And the institutional obstructions will beencleared.Our country’s anti-monopoly law started late. So there still exist some problems insystem setting and implementation. For encouraging the development of M&A, theperfection of M&A system of our country’s anti-monopoly law is urgent.4main parts areincluded in this thesis. it begins with analyzing conceptions of M&A, and the effect to ourcountry’s enterprises and economy. Then, it finds out some defects of M&A provisions inour anti-monopoly law, and provides some measures and proposals about perfecting it.The main content of the first part are the conceptions of M&A. firstly, it introducesthe overseas conception of M&A. in the anti-monopoly law of the U.S, Germany, France,eu and Japan, how do they define and formulate the “M&A”.secondly, it differentiatesand analyses several conceptions which have close connections with M&A----mergers,acquisition, takeover.mergers is a conception coming from Company Law. Mergers is alegal action of2or more than2companies combine together to form a new enterprise. Thisaction comes up with the contracts and the conditions and procedures provided by the law.Acquisition means an enterprise acquires other companies’ property by purchasing or anyother paid ways. Those companies will lose their corporate qualifications or keep theircorporate qualifications but change the investment subject. Takeover usually means thepurchase of listed companies in our country. At last, it introduces that the law hasconfirmed the conception of M&A.The second pat is an analysis about the necessity of our country’s M&A. the detailedcontents:1.analyse why dose the M&A of our country appear----the company need todevelop, raise the scale economy, achieve the strategy opportunity, adapt the globalizationof economy.2. The features of our country’s M&A----start late, mainly adopt the mode of crosswise M&A and government leading.3.analyse the positive and negative effects thatM&A produce to our country’s economy. M&A is rapier, a pair of contradictory relations.we should have the dialectical insight to the positive and negative effects.The third part mainly discusses the defects which exist in the provisions about in ourcountry’s anti-monopoly law. And it proposes something that needs to be improved fromentity regulations and process regulations. In entity regulations, the main defects are: the M&A legal system is imperfect; the definition of related-market is too principled; for the M&A, the cope of immunity is too narrow and strict; for the scrutiny of foreign investors’&A, the main body is indeterminate. In process regulations, the main defects are: the statusof regulatory authority is not independent; the law enforcement authority is not uniform,not independent; for the foreign investors’ M&A, the national security scrutiny standard istoo principled.The forth part puts forward some suggestions about perfecting the provisions for M&A in our country’s anti-monopoly law. These suggestions come from5aspects:1.scientificlegislation. perfecting the related laws and regulations of anti-monopoly law.2.build aseries of independent supervision system.3.build a uniform, independent, andanti-monopoly enforcement authority.4.make the relationship between the scrutiny offoreign investors’ M&A and the national security scrutiny clear.5.relax the exemptrequirements, encourage the M&A of small and medium enterprise. This would providelegal basis for solving M&A problems at present.