Comparative Study On Chinese And American National Security Review System For Foreign Mergers And Acquisitions

On the occasion of release of Provisions On The Ministry Of CommerceImplementing The Security Review System For Mergers And Acquisitions Of DomesticEnterprises By Foreign Investors, through introduction of legislation on foreignmergers and acquisitions (M&A) in China and elaboration of security review systemfor Chinese foreign M&A thereunder, combination with introduction of US nationalsecurity review system of foreign M&A, the world’s oldest and most complete system,it concludes that China’s security review system for foreign M&A is far from perfectand thus to give suggestions and recommendations on the development andimprovement of China’s security review system for foreign M&A. This paper consistsof three chapters and the abstract of each chapter is as follows.The first chapter can be divided as two parts. The first part mainly introduceslegislation of China’s security review system for foreign M&A, and the emergenceand development of the definition of “National Security”, as well as recently releasednotices and regulations on China’s security review system for foreign M&A, in orderto give a comprehensive elaboration on the system. The second part is to analyzeChina’s new system of national security review on foreign M&A through elaborationon Provisions On The Ministry Of Commerce Implementing The Security ReviewSystem For Mergers And Acquisitions Of Domestic Enterprises By Foreign Investors. It illustrates the rudiment of China’s security review system for foreign M&A anddetails the content of it. Some comments are as well given to this new system.Chapter two specifically analyzes legal sources and existing legislations of USnational security review system for foreign M&A. The main content of the system isalso been described detailedly. It shows that US national security review system forforeign M&A is highly developed and advanced in the world. But the author givescomments on it either.The last chapter firstly compares China’s national security review system forforeign M&A with that of US, and then discusses detailed suggestions on how todevelop and improve the national security review system for foreign M&A of Chinain three aspects, namely upgrading the source of law on the system, making detailedregulations and the improvement of specific provisions of the system.