A Comparative Study On Sino-US Transnational Merger And Acquisitions

M & A,a world which is raging fire,high liquidity,increase transaction volume and increasing field of international industry capital,has become the main theme of transnational mergers and acquisitions in twenty-first Century.With the continuous development of crossborder mergers and acquisitions in China,Chinese enterprises in 2016 became an important force in the field of cross-border mergers and acquisitions,accounting for $220 billion in total transactions,almost two times in 2015.In the process of "bringing in" and "going out",China has continuously improved the legal system of transnational M & A in china.Since the speeding trend of cross-border mergers and acquisitions,the legal system of our country economy,politics,the foreign anti-monopoly laws and regulations in our country are not complete,strong foreign enterprises through competitive conditions to attract foreign investment into the market to seize the Chinese after China.Before the promulgation of the "anti-monopoly law" in 2008,foreign acquisitions of the antitrust legislation is scattered in various levels of laws and regulations,which does not have a systematic and coordinated,on the one hand,the practice of the law enforcement agencies in the operation is not easy,on the other hand lacks the corresponding unified rules to guide practice.The introduction of "anti-monopoly law",China's anti-monopoly authorities promulgated the "State Council on the standard for declaration of concentration of business operators provisions","on the acquisition of domestic enterprises by foreign investors" Regulations(revised in 2009),"acquisition of domestic enterprises by foreign investors","antitrust reporting guidelines major reorganization of listed companies management approach"(revised in 2016)mergers and acquisitions of listed companies to declare rules and regulations to regulate monopoly behavior in the foreign capital merger and acquisition.But in the theoretical basis is still weak,antitrust laws and the regulations formed the situation of short time,law enforcement agencies still exist in the old thinking which is that they should control “too much”in the process of law enforcement,the scope of anti-monopoly declaration is too broad,the reporting process procrastination and time consuming;some laws and regulations,rules and regulations the antitrust legislation and enforcement in various agencies issued lower level regulations and laws,making the notifications moredifficult.Law enforcement agencies and their efficiency is not good enough,and the anti-monopoly law enforcement of foreign transnational mergers and acquisitions in the validity of the provisions was too broad,it is difficult to effectively implement.The United States is the first country in the world to conduct antitrust review of mergers and acquisitions.Based on current situation of the development of American transnational merger and Chinese,using the comparative research method,on China's antimonopoly law system,law enforcement,law enforcement procedures and substantive standards and the extraterritorial effect of the detailed explanation,to give China's anti-monopoly field a certain reference.The first chapter gives a brief introduction of global transnational merger antitrust field,starting from the definition and characteristics of the status quo,and the necessity of antimonopoly regulation analysis,clear legal basis for enforcement of the anti-monopolylaw.Analyzing the economic factors play cross-border mergers and antitrust regulation in the role of different economic schools in the history of direct analysis and economic analysis of antitrust law is the main contents and methods of the anti-monopoly law rules,and should be used in economic analysis.The second chapter studies the characteristics and experiences of the United States in the process of M & A,which is of great reference value for the healthy and orderly development of China's M &A activities.In a comprehensive analysis of the legislative system of American antimonopoly law,the law enforcement agencies as well as several aspects of this standard substantive standards and procedures and the extraterritorial effect,show the initial system of American merger antitrust law.The third chapter focuses on the legal system of cross-border mergers and acquisitions in china.Discusses the status quo of anti-monopoly legislation in our country,the anti-monopoly law enforcement agencies of standard of our country standard substantive examination of antimonopoly and procedures,including the construction of reporting system and reporting standards and the extraterritorial effect of anti-monopoly law.The fourth chapter is about the comparisons of US and China,suggestions of the antimonopoly laws and regulations in china.Merger and acquisition of anti-monopoly law and regulation system level,the operator of the reporting standards are too low,the improvement of the extraterritorial effect of mergers and acquisitions.Make the declaration system of the new law and the old rules to better cooperate with the formation of a scientific law enforcement system and a clear basis for law enforcement.In summary,this paper of the two countries in the anti-monopoly review system,to our country in the aspects of legislation and law enforcement activities are analyzed,and points out the lack of clear advantages,learn from each other in the process of comparison of the American system,drawing the essence of the legislative system in the system of China and puts forward relevant legislative suggestions.