U.S. National Security And Antitrust Review

With the acceleration of economic globalization and the rise of the sixth wave of global mergers and acquisitions(M&A),China has witnessed an unprecedented growth of outbound direct investment,in which M&A has become the most important approach.Cross-border M&A is a double-edged sword.On the one hand,they bring advanced technologies,capitals and job opportunities to the target company,as such,to promote the economic development of the host country.On the other hand,crossborder M&A poses a threat to the national security,resulting in economic damage,monopoly,loss of national assets and other negative effects.Therefore,various countries are introducing regulations in form of legislation.The United States is deemed as a country that attracts most foreign investments in the world.In general,it implements the principle of freedom and opening up on regulating foreign investment.However,the acquisition of certain industry is subject to strict scrutiny.In recent years,the number of financial technology(FinTech)companies in China has rapidly surged.As competitiveness gradually improves,more and more FinTech companies choose to make outbound investment.As the most developed country in the world,the United States has been a first choice for most Chinese FinTech companies to make overseas acquisitions in light of liberal and free market environment,advanced technology and superior management experience.Acquiring American technology company not only helps to expand market shares in the U.S.,promote the international influence of Chinese financial products such as Alipay andWeChat pay,but also allows domestic companies to acquire novel technologies,innovative concepts and expertise.As such,the M&A in the U.S.enhances our companies' innovative research ability and speed up domestic development of new science and technology.Nevertheless,conducting M&A in different jurisdictions involves many social,economic and legal problems.Cross-border M&A is inherently a complicated legal issue.In addition,the target company of FinTech primarily engages in science and technology industry,from which the host country's intervention and restriction are relatively stronger.Especially in recent years,the cases of M&A deals that directly or indirectly failed to comply with U.S.laws occurred continuously.With more and more M&A transactions regarding Chinese technology companies meet barriers and have to be crashed out of the United States,the legal system on foreign M&A review has aroused great attention.In face of such investment environment,it is urgent for Chinese FinTech to recognize and figure out how to use legal method to properly mitigate the risk of U.S.regulations.The demand for more advanced technology has continuously driven China's FinTech enterprises' enthusiasm in overseas M&A market.Against this background,this paper is of theoretical and practical significance.This article specifically analyzes two regulatory systems adopted by the United States for foreign acquisitions,namely,the U.S.national security review system and antitrust review system.By elaborating legislative evolution,procedural requirements and substantive standards of the two systems,with a focus on the latest legislations,this article strives to give China's FinTech companies and legislation authorities some insights on how to reduce the negative impact of the review,and provide advice with regard to less detours and cost savings for those who have already started or attempt to conduct M&A in the United States.