Research On The National Security Review System Of Foreign Capital In China

Chinese companies face many obstacles in their overseas acquisitions.From the history of Chinese enterprises' overseas m&a,we can see that many overseas m&a failed.The reasons are the national security review system of foreign capital mergers and acquisitions in overseas countries and the business games between enterprises.Comparing the two,the national security review system of foreign merger and acquisition is more concerned because of its strong political color.Compared with the foreign capital security review system in many European and American countries,China's national security review system for foreign capital mergers and acquisitions started relatively late,the process is slow,the number of legislative documents is limited,and there is a lack of some special legislation for foreign capital mergers and acquisitions.But the historical turning point in 2005 us Carlyle merges our country xugong group case.The emergence of this case makes China pay enough attention to the issues related to the impact of foreign merger and acquisition on national security.However,at that time,China's laws did not stipulate that there was a special national institution as the general command to deal with the merger and acquisition case,and there was no detailed entity and procedural laws to regulate the case.It can be seen from this case that at that time,China did not have a relatively perfect law to conduct national security review of foreign mergers and acquisitions.The United States has the world's most advanced and complete system in this field,both in legislation and in practice.Comparatively speaking,China has been developing slowly in this field.Until 2011,China passed the "notice" and "provisions" on the security review of foreign acquisitions of domestic enterprises.In 2011,the legislation clarified the scope of review of foreign mergers and acquisitions,stipulated the review institutions and procedures for more convenient practice.This is the first time that China has put forward the security review system of foreign merger and acquisition.In addition,for the first time,the notice proposed a restart mechanism.But in addition to the above existing advantages,this legislation also has some disadvantages.For example: some legislation exists ambiguity;Some procedures are not detailed;Some places may not be operational in practice,etc.With the rapid development of China's economy,especially the introduction of a large number of foreign capital in the free trade pilot zone,the social security concerns of all walks of life in China have been aroused.Based on this,in 2015,China issued the "trial measures for national security review of foreign investment in pilot free trade zones",which adoptedthe pilot practice to improve the security review system,so as to find a better solution in practice.The first chapter mainly describes the concept and necessity of the national security review system of m&a.The second chapter is a detailed understanding of the source and development process of legislation,through the establishment of 2011 legislation and pilot exploration to analyze the current situation of China.The third chapter,through the comprehensive analysis in the second chapter,find out the shortcomings.Aiming at the shortcomings of the positioning function,insufficient entity law and procedure,draw lessons from the United States(now the system most perfect country in the world),Canada(the first to use the system of the countries in the world),such as state of the system,and analyzes the system of our country,we can find the reasonable solution to improve the deficiency of our country.