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China's Anti-monopoly Law To Enterprise Merger Regulation Defects And Perfect

Posted on:2013-03-14Degree:MasterType:Thesis
Country:ChinaCandidate:L H XuFull Text:PDF
GTID:2246330362969141Subject:Economic Law
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Mergers and acquisitions (M&A) has been an important way of economicdevelopment. It plays a crucial role in developing the scale economy and improvingthe competitiveness of enterprises. So, M&A is always the popular topic in economiccircle and jurisprudential circle. The anti-monopoly law, which began to implement in2008in our country, makes provisions about it at the forth chapters. But it uses theexpression of “the concentration of business operators” instead of “mergers andacquisitions”. No matter what expression it uses,“the concentration of businessoperators” means M&A in a narrow sense. According to the global economicdevelopment, we can see that the M&A develops rapidly. So, many countries havemade strict laws and policies for M&A. thus, M&A can develop in accordance withlaws. And the institutional obstructions will been cleared.Our country’s anti-monopoly law started late. So there still exist some problemsin system setting and implementation. For encouraging the development of M&A,the perfection of M&A system of our country’s anti-monopoly law is urgent.4mainparts are included in this thesis. it begins with analyzing conceptions of M&A, andthe effect to our country’s enterprises and economy. Then, it finds out some defects ofM&A provisions in our anti-monopoly law, and provides some measures andproposals about perfecting it.The main content of the first part are the conceptions of M&A. firstly, itintroduces the 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 differentiates and analyses several conceptions which have closeconnections with M&A----mergers, acquisition, takeover.mergers is a conceptioncoming from Company Law. Mergers is a legal action of2or more than2companiescombine together to form a new enterprise. This action comes up with the contractsand the conditions and procedures provided by the law. Acquisition means anenterprise acquires other companies’ property by purchasing or any other paid ways.Those companies will lose their corporate qualifications or keep their corporatequalifications 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. thedetailed contents:1.analyse why dose the M&A of our country appear----thecompany need to develop, raise the scale economy, achieve the strategy opportunity, adapt the globalization of economy.2. The features of our country’s M&A----startlate, mainly adopt the mode of crosswise M&A and government leading.3.analysethe positive and negative effects that M&A produce to our country’s economy. M&A is rapier, a pair of contradictory relations. we should have the dialectical insight tothe positive and negative effects.The third part mainly discusses the defects which exist in the provisions about inour country’s anti-monopoly law. And it proposes something that needs to beimproved from entity regulations and process regulations. In entity regulations, themain defects are: the M&A legal system is imperfect; the definition of related-marketis too principled; for the M&A, the cope of immunity is too narrow and strict; for thescrutiny of foreign investors’&A, the main body is indeterminate. In processregulations, the main defects are: the status of regulatory authority is not independent;the law enforcement authority is not uniform, not independent; for the foreigninvestors’ M&A, the national security scrutiny standard is too principled.The forth part puts forward some suggestions about perfecting the provisions forM&A in our country’s anti-monopoly law. These suggestions come from5aspects:1.scientific legislation. perfecting the related laws and regulations of anti-monopolylaw.2.build a series of independent supervision system.3.build a uniform, independent,and anti-monopoly enforcement authority.4.make the relationship between thescrutiny of foreign investors’ M&A and the national security scrutiny clear.5.relaxthe exempt requirements, encourage the M&A of small and medium enterprise. Thiswould provide legal basis for solving M&A problems at present.
Keywords/Search Tags:anti-monopoly, law Mergers and acquisitions (M&A), defects, perfect
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