Research On Perfecting The National Security Review Entity Rules Of Foreign Capital M&A In China Under The Background Of Optimizing The Business Environment

At present,China is accelerating the construction of a new open economic system,focusing on the optimization of the business environment,solidly promoting various reforms,and striving to create a fair,transparent and predictable business environment.In 2018,the overall evaluation of China's business environment entered the world's top 50 for the first time..With the rapid development of economic globalization,foreign capital mergers and acquisitions are in the ascendant.While bringing many benefits such as capital,advanced technology and management experience to the host country,it also raises host country concerns about national security.Countries have adopted national security review systems to prevent them.Possible national security threats.National security review rules that are strict or unclear and lack predictability pose a potential threat to corporate M&A investment,adding additional transaction costs,which is not conducive to the construction of a good business environment centered on institutional factors today.It hinders the development of the host economy.At the same time,strict foreign investment mergers and acquisitions national security review rules are also likely to lead to trade protectionism disputes,leading to other countries to take corresponding countermeasures,launching "competition" in relevant review legislation and rules,and impairing the freedom of enterprises to cross-border M&A investment.And facilitation,restricting the development of overseas mergers and acquisitions of host countries.How to maintain a balance between opening up the market,creating a good business environment,attracting foreign investment and national security protection,and attracting foreign investment while safeguarding national security from threats is the focus of improving China's foreign investment mergers and acquisitions national security review rules.The scope of application and the review criteria are the core contents of the national security review rules for foreign mergers and acquisitions.In the process of perfecting them,we should emphasize national security awareness,adhere to the principle of balance,and learn from relevant national experiences to ensure that national security is not in the open market.Threats,optimize the business environment to attract and retain foreign investment,and at the same time strive for a favorable development environment for Chinese enterprises to “go global”.The body of this article consists of four parts:In the first part,the author expounds and determines the theoretical concepts such as “business environment” and “national security merger and acquisition national security review system”,which lays a theoretical foundation for the following discussion.At the same time,it sorts out the current national security review legal system for foreign capital mergers and acquisitions,and then puts forward the issue of this article.The second part mainly studies the scope of application of foreign review rules for foreign mergers and acquisitions.The author has combed the relevant and effective regulations in China from the applicable subjects and applicable behaviors,and analyzed the new regulations made in the Draft Foreign Investment Law and the Draft Foreign Investment Law.On this basis,it compares with the provisions of the major western countries on the scope of application of national security review,and finally selects two issues of the scope of the object transaction and the improvement of the "control" standard.The third part mainly studies the issue of national security review standards for foreign mergers and acquisitions.The author first analyzes the general criteria of the review,namely the meaning of “national security” itself and the “national security” provisions in the national security review legal system for foreign mergers and acquisitions,and finds that in the legislative practice of each country,the foreign security mergers and acquisitions national security review legal system Both adopt fuzzy provisions for “national security”,but make side-by-side annotations by giving corresponding inspection factors.Furthermore,it analyzes the factors listed in the national security review system of the United States and Germany,which are relatively well-developed,and compares the current regulations in China with suggestions for the improvement of China's national security review standards.The fourth part focuses on the review of “foreign government-controlled transactions” in the survey factors.The author used the case analysis method to select the case study of foreign government-controlled transactions in the two foreign mergers and acquisitions of “China's Hubei Xinyan M&A US Xcerra Company Case” and “China Yanzhou Coal Industry Acquisition of Australia Felix Company Case”,analyzing and summarizing relevant national review practices.The main points of review and specific provisions of concern are to provide experience and suggestions for the review of China's “ foreign government controlled transactions”.