Research On Foreign Mergers And Acquisitions Of National Security Review System

National security is one of the important issues on foreign mergers and acquisitions,the Review authority is the subject of the review.The behavior of review is belonging to the Administrative Review Act.The core problem of the Administrative Review Act is the exercise and restriction of discretion. As China’s "national security law" is no rule on the national security prevention system. Plus that the "Anti-monopoly Law" clearly only focus on antitrust review, so our national security review of foreign acquisition is vacant. With the "Rules on the acquisition of domestic enterprises merge by foreign investors "in2006and the "Inform of the establishment of security review system on a foreign investor merges a domestic enterprise " in2011by the general office of the State Council, There is the institutional support on the review of foreign mergers and acquisitions.But there are still many problems.for example, the two files are low authenticity, and the content is not consistent. Terefore it is difficult to solve security problems in the process of review. This paper has two points of innovation on the basis of previous studies, one for innovative research perspective Taking the administrative discretion as the perspective of national security review system, which our predecessors had never use, and the idea of balancing of interests is throughout the text. The other one is the research content-on the base of rational analysis, the author puts forward some new systems and methods to solve the existing problems in the system of national security review of foreign investors, such as the identification system and the double standards of review structure, the different standards to deal with the acquisition of assets and tender offers, the supervision system of case review according to the People’s Congress.This paper is divided into three parts:The first part is about study on the relationship between the administrative discretion and the national security review system.This part analyzes the relationship between the research tool and the object of study,it is significance that from the view of administrative discretion to study on the national security review system, and explains the problem of authority to review the empowerment and limits of authority;The second part is the research on the core problems of national security review system. The part of the analysis should be based on the control of review agency’s discretion, and then puts forward the core problems of national security review system-it is difficult to to review the administrative’s discretion by the current system. There are three aspects, namely the problem of discretion benchmark,and review procedures, the problem of constraints on private rights to the public rights;The third part is about the perfection on the national security review system from the perspective of administrative discretion. Under the guidance of the basic principles on the national security review system,this part puts forward some suggestions on improving the system of the national security review according to combine with the analysis of two front parts.