Analysis On Industrial Security Based On The Merger Of Nestle And Hsu Fu Chi

With the emergence of global merger wave, currently it has become an increasinglyimportant issue faced by various countries and regions around the world that how to conductindustrial security review of foreign capital merger and acquisition. And it is the very dutyand unshakable responsibility of each country to maintain free competition and industrialautonomy under the global economic integration. At the time of global economic integration,from the perspective of Nestlé’s acquisition of Hsu Fu Chi in late2011, one of the large-scaleforeign capital M&A case which caused great debate, the paper ponders over the relatedtheory and practice of industrial security review of foreign capital M&A. Basing on ChineseAnti-monopoly Law article31, the paper elaborates how to improve the specific framework ofindustrial safety review by drawing on the experience of legislation and practice of developedcountries.Specifically, the paper is divided into four parts:The first part mainly outlines the basic theory of industrial security review of foreigncapital M&A, and defines some related notions, such as M&A, foreign capital M&A,industrial security, industrial security review, thus providing theoretical support for thefollowing study.The second part discusses the significant value of the construction of security reviewmechanism, especially focusing on protecting China’s industrial security, making up the lackof legislation and practice, safeguarding national economic security and enhancing industrialcompetition by taking advantage of foreign capital and so on.In the third part, the author analyses on the industrial security review mechanism offoreign capital M&A in developed countries. The paper, taking USA, Japan and Britain asexamples, researches respectively from the prospective of the administration, contents,standards and procedure these quite important issues in the mechanism, and then gives a clearreference to China.The forth part narrates China’s existing regulations on security review of foreign capitalM&A and that how to improve the problems. Firstly, the author, taking the relevant domesticlegislation on industrial security review of foreign capital M&A as a basis, puts forward somelegislative suggestions. Then, on the foundation of international legislations and juridical practices as well as theoretical researches in China, the author also establishes the specificframework of China’s industrial security review mechanism of foreign capital M&A,including participants, objects of review, review criteria, review procedures and remedies, andin these above aspects the frame of review procedures is particularly constructed andimproved.