Study On U.S. National Security Review Of Foreign Mergers And Acquisitions And Corresponding Measures Of Chinese Enterprises

The U.S.foreign M&A national security review system is not only an important means for U.S.regulation of foreign investment access,but also an important vehicle through which the U.S.Congress and the government can achieve national security strategies.The national security review of foreign M&A in the United States is one of the major obstacles faced by Chinese companies investing in the United States in recent years.As the executive organ of national security review,the foreign investment committee is formed by many government departments in the United States.It is often based on relevant domestic laws that China's companies' U.S.M&A transactions pose a threat to U.S.national security and impede mergers and acquisitions,or exert pressure to force Chinese companies to withdraw mergers and acquisitions.The strategic competition between China and the United States has been regarded by the Trump administration as an important factor that threatens the national security of the United States.Therefore,investment and business operations of Chinese-funded enterprises in the United States are inevitably subject to "special treatment." In addition,the relevant legislation of the United States is in the process of revision,and the new law may further intensify the review so that Chinese companies will face a more severe investment environment.Based on this,it is undoubtedly of great practical significance to study the U.S.foreign investment M&A national security censorship system and to propose corresponding countermeasures for Chinese enterprises to invest in the United States.This article will focus on the topic of US national security review system for foreign M&A and China's countermeasures.First of all,this article will elaborate the emergence,change and development trend of the US national security review system for foreign M&A from the perspective of legislative background and different historical stages.Second,it will in-depth study of the main rules and implementation of the US national security review system for foreign mergers and acquisitions.Research;again,the selection of typical cases of Chinese companies investing in U.S.investment in M&Asubject to national security review is divided into successful cases and failed cases to compare proven experiences and lessons learned;finally,from pre-review,review and review From these three perspectives,we systematically put forward proposals for Chinese enterprises to respond to the US national security review.In addition to the introduction and conclusion,the article is divided into four parts:The first part clarifies the origin and changes of the US national security review system for foreign mergers and acquisitions.The purpose is to study the legislative background of the system.Each part reveals the international political and economic background of the United States during this historical period and some of the controversial cases of foreign M&A.These two factors are regarded as important incentives for US legislation.At the same time,it sheds light on the changes in the national security strategy behind the United States legislation.The second part discusses the main content and implementation of the US national security review system for foreign M&A.First of all,this section is based on Article 721 of the “Defense Production Act of 1950”,which examines the substantive rules and procedural rules of the national security review system.Secondly,the analysis of the United States national security review system has the three basic characteristics.Finally,he elaborates on the implementation of the US national security review system for foreign M&A,including the overview of the review and the national security-sensitive factors to which the review agency is particularly concerned.The third part is the status quo and case analysis of Chinese companies' investment in the United States subject to national security review.Firstly,it introduces the current situation of Chinese enterprises investing in the United States and the purpose and methods of investment.Secondly,it analyzes the current situation of Chinese companies subject to national security review.Finally,it classifies the cases in which Chinese companies are subject to national security review in the United States into successful cases and failed cases.Researches were conducted separately in order to identify specific factors affecting the results of the US national security review by comparing successful and failed cases,so as to provide better suggestions and measures for Chinese companies to invest in M&A in the United States.The fourth part is the countermeasures for Chinese enterprises to deal with the US national security review system for foreign capital mergers and acquisitions.This article puts forward three suggestions: Firstly,we must do a good job of preventive work.Specifically,Chinese companies should try to circumvent the sensitive factors of national security review by proactively applying for national security review in advance and seek protection of overseas investment insurance.Secondly,they must work hard to reach a mitigation agreement with CFIUS.Thirdly,take legal measures when necessary.In the case of Ralls v.CFIUS and President Obama,the President and CFIUS lost their lawsuits because their administrative actions violated the “due process.” The court ruled that the U.S.government must not deprive foreign investors of related assets without due process.Chinese companies can learn from Ralls' s successful experience and file suits in the domestic courts when necessary.In addition,under the conditions that meet the conditions,Chinese enterprises can also safeguard their legitimate rights and interests through international arbitration.The above three aspects of the proposal are aimed at improving the success rate of Chinese companies' M&A in the United States,and they can also reduce their losses as much as possible in the event of a failed merger and acquisition.