Intellectual Propetry Protection In Enterprise Merger And Acquisition

With rapid development of economy, global economy integration is graduallyrealized. Under the environment of fast-developing global economy, competitionamong enterprises is more intense. Enterprise merger and acquisition have become animportant means for domestic and foreign enterprises to accelerate their owndevelopment and to improve the comprehensive competitiveness of enterprises. Inthis strength competition of enterprise merger and acquisition, intellectual propertyplays a very important role and becomes a goal for each company in achievingcompetitive strategy. Factors such as trademarks, patents, designs and trade secretshave growing impacts on M&A transactions and even become the main goal of M&A activity.“The future world competition is the intellectual property competition.”Followed by more and more domestic enterprises participate in the race. However,with the increasing cross-border mergers and acquisitions and joint venture cases, theloss of intellectual property becomes so serious that frequent corporate trademarkrights, patent rights and even trade secrets are encroached. Eight famous brands of thebeverage industry disappeared from the market except “Jian Li Bao” in1980’s. Onthe beverage shelves in supermarkets, domestics are hard to be found. Even thewashing products closely related to our daily lives are also doomed.“Power28,Shashi Daily Use” in those days enjoyed a popular support as the brand; however,after the joint venture, the brand was suppressed, the products were frozen and todayhow many people can remember the brand? Because of weak awareness ofintellectual property protection in business and the public, we have not paid enoughattention to the protection of intellectual property. So a painful lesson is brought to us,especially on trademark protection.Currently, the situation of the intellectual property protection of Chineseenterprises is not very optimistic. There are a lot of old brands, after years ofoperation, standing in a down-to-earth way in the domestic market due to uniquetechnology and reliable quality assurance. Some national brands rely on their own strengths, continue to grow and develop and have the strength of competition in theinternational market that can not be underestimated by foreign competitors. But inmany cases of Sino-foreign joint ventures, there are serious brand loss phenomena.Foreign company uses our weak brand consciousness and our thirst for capital andtechnology to make use of their advantages, squeeze or even freeze our brands, thus,the intellectual property protection of Chinese enterprises faces a crisis. The loss ofsome industries’ national brands has reached a startling degree.When there are patent infringement, trademark imitation and loss of commercialtechnology secret, more than one-third of the central enterprises do not take anyeffective measures, from which we can see that these enterprises lack risk awareness.In the protection of intellectual property, the society as a whole is still in the primarystage, the protection of intellectual property does not rise to be known to everyhousehold. The government and enterprise are the main protectors of intellectualproperty but if the majority of the society can not know or even do not recognizeintellectual property, it will greatly hinder the work of intellectual property protectionfor government and enterprise. Therefore, intellectual property awareness of thesociety must be improved, and this must be a necessary part of the current intellectualproperty protection work. Only by this way, the goal for comprehensive protection ofintellectual property can be achieved.In addition to the abstract and conclusion, the thesis is divided into4parts.In Part One, with the increasing cross-border mergers and acquisitions, the lossof corporate intellectual property becomes an increasingly serious problem. Foreigncompany uses our weak intellectual property protection awareness to set traps, somany national brands suffer varying degrees of trauma during foreign investment andcooperation and Chinese enterprises are facing a crisis in intellectual property.In Part Two, through the analysis on the loss of independent trademark rights inforeign mergers and acquisitions, it is pointed out that the imperfect intellectualproperty provisions in the agreement of foreign mergers and acquisitions and ourcurrent lack of legal protection of intellectual property in the process of foreignmergers and acquisitions are the root causes of the loss of our own trademarks. Due tothe lack of experience, the current intellectual property protection is not enough. Meanwhile, unequal merger agreement signed is also one of the reasons forintellectual property loss in mergers and acquisitions.Part Three introduces the practice in developed countries such as the UnitedStates, France, Japan, Germany and Chinese choices. The property rights protectionin cross-border mergers and acquisitions in other countries all over the world hasmore extensive experience and practice than China. In the aspect of foreign M&Asecurity review institutionalization, the Western developed countries are the“pioneers”, while China is a latecomer.Many Western countries such as the United States, Canada, Australia and etc.have established a complete mechanism for each security review of foreign mergersand acquisitions long before through a variety of means, such as legislation and theestablishment of specialized agencies. The U.S. has much political interference taboo;South Korea has a strong sense of brand protection; Japan controls both governmentand enterprises; Germany alerts the core enterprise merger and acquisition, andCanada has strict foreign investment security review system.Part Four puts forward suggestions and opinions of Chinese intellectual propertyprotection in cross-border mergers and acquisitions and strengthens the protection ofintellectual property in cross-border mergers and acquisitions from prevention andrelief aspects due to the combination of Chinese actual situation and history lessonswith experience learned from the United States, Germany, France and otherdeveloped countries.