Research On The Legal System Of National Security Review Of Foreign Merger And Acquisition

Greenfield Investment and Foreign Merger and Acquisition (FMA) are the main forms of foreign direct investment, with the acceleration of the process of economic integration in the world, an increasingly large share of foreign capital merger. FMA brings abundant funds, advanced technologies to the host country, at the same time, also brings many communities, economies and juridical questions, or even a threat to national security. The foreign merger activity of fast fierce shape has caused States to attach great importance to the national security review of FMA. In the process of mergers and resolve conflicts of interest between utilizing foreign capital and national security, was one of the major issues currently facing our country.On February 3rd,2011, the General Office of the State Council issued "Circular on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors", and decided to establish the system of Inter-Ministerial Joint Conference to take charge of National Security Review of Foreign Merger and Acquisition (NSRFMA). This practice shows that the process of FMA in China has taken a historic step forward. Taking the study fruits on NSRFMA in America, Canada and Japan as reference, this thesis analyzes the major content of NSRFMA System in China, points out the weakness of the system and make recommendations on further improvement of the system. In addition to the "preamble" and "epilogue", this thesis comprises of four parts, the abstracts of which are as follows:Chapter One, the author introduced the system of NSRFMA in wider perspective. Study on the related concept (FMA, and country security, and NSRFMA) and produced of theory origins, and the meaning of the system. At the same time, by introducing two instances of mergers and acquisitions leads to the importance of sound national security review regime to mergers and acquisitions.Chapter Two, roughly discusses the NSRFA legal system in United States, Canada and Japan and makes a brief analysis of such national legislation on mergers and acquisitions. And then making a detailed analysis on the body of review, object of review, standard of review and procedures of review and so on, to analysis the system of national security reviews of foreign mergers and acquisitions in China and its perfection in legislation laying the Foundation.Chapter Three, describes the development of Chinese Security Review of Foreign Merger and Acquisition and points out the problems and deficiencies in the system, for improving China’s clear national security review to mergers.Chapter Four, focus on the deficiencies of Chinese Security Review of Foreign Merger and Acquisition and puts forward several conceptions of the improvement of the system. We should learn from the advanced experience of other countries, as well as coordinate well with the relationship between China’s current legal system of foreign investment. This chapter sets out a detailed analysis in the construction of Chinese Security Review of Foreign Merger and Acquisition from many aspects,such as the legislative level, the body of review, object of review, standard of review, procedures of review monitoring mechanisms and remedies.