Study On The Chinese Enterprises Overseas M&A Legal Risk Prevention

Latest data in2013show that，China’s total cross-border of M&A transactions was$96.4billion, marking the highest annual mergers and acquisitions since2008, whichaccounted for64percent of overseas mergers and acquisitions, overseas mergers andacquisitions amounted to$61.9billion, the energy and power industry M&A transactionsTop industry，the transaction amounted to$46.5billion, the highest among all industries.As we can see, Chinese enterprises overseas mergers and acquisitions industry,geography, size, total expansion, but the accompanying legal issues are endless, such asnational security review of legal risk, taxation, intellectual property, labor, and other aspects.Unsound and corporate legal system of China’s overseas M&A knowledge of the law doesnot place the risk and also increased the risk of possible legal. Overseas mergers andacquisitions practice, some companies successful completion of acquisitions, but somecompanies failed due to various reasons. This paper attempts to draw on the successfulexperience of M&A failures and lessons, both positive and negative aspects of it, to revealOverseas M&A process encountered various legal risks, according to various theories, ideasand successful experience of foreign enterprises overseas mergers and acquisitions, and tryto put prevention legal risks of overseas mergers and acquisitions advice.In this text，in addition to speech and epilogue, the body part is divided into fourchapters:The first chapter introduces that the basic concepts of legal risks of overseas mergersand acquisitions, manifestations and causes of risk, through studying about the basicsituation of China’s overseas mergers and acquisitions. Try to learn from the successfulexperience and lessons merger failures, both positive and negative aspects of this, pointingout the strategic thinking of Chinese enterprises overseas mergers and acquisitions.The second chapter reveals that Chinese enterprises overseas M&A legal riskprevention inadequacies of legislation. First, the introduction of treaties and other legislationrelating to the status of overseas mergers and acquisitions on overseas acquisitions in ourcountry, as well as bilateral and multilateral or regional country to participate, analyze andsummarize deficiencies which exist; Second, overseas M&A management systems exist,overseas acquisitions of foreign exchange controls overseas M&A financing overseasacquisitions three angles indicate lack of legislative management mechanism.The third chapter focuses on a number of successful initiatives of overseas mergers and acquisitions of foreign companies, mainly from the provision of overseas mergers andacquisitions and other information gathering economic and legal services, foreign investmentguarantee system, the implementation of preferential tax policies, flexible use of variousdisputes remedies to start a series of measures, lessons for our own use.The fourth chapter mainly focuses on the analysis of the above three parts, from thenational macro level, enterprise micro level put forward Suggestions of perfecting ourcountry’s overseas M&A legal risk prevention system. National macro level mainlyincludes the overseas mergers and acquisitions the perfection of legal system, theestablishment of the insurance system, foreign exchange and the improvement of thefinancial management system, etc. Enterprise micro level mainly includes the familiar withthe laws of the host country environment, the protection of intellectual property rights, themerger agreement signed, effective use of the existing relief mechanism, etc.