Research On The Legality And Prospects Of Anti-Acquisition Measures In China

The development of global economic integration and the gradual maturity of capital markets in various countries have provided material conditions for the emergence of the acquisition.Represented by the United States,the global wave of acquisitions has continued since the 19 th century.As the domestic capital market began to be in line with international standards,relevant supporting regulations continued to improve,and the number of acquisition cases in China also began to increase.Since 2018,the market activity of listed companies has increased significantly.According to the statistics of the Brothers of M&A,in the first half of 2018,the number of domestic A shares listed companies have publicly disclosed to be acquired are 54,of which 15 have been completed,13 are in progress,20 are in the intentional stage,and 6 are terminated.From 2014 to 2017,the number of publicly disclosed listed companies in each year were 34,57,61,and 50,respectively.In the first half of2018,the number of publicly disclosed acquisitions exceeded the total number of2017.What is even more surprising is that the number of GEM-listed companies has increased dramatically,reaching as much as 18 orders.According to the “Review of China M&A Market and Outlook for 2018”published by PWC,the value of M&A transactions in China fell by 11% from the historical peak in 2016 to US$671 billion,which is basically equivalent to that achieved in 2015.Level,but it is expected that China's M&A activity will increase in2018 compared to 2017.As the policy becomes clearer,overseas M&A activity is expected to regain its upswing.Since China's accession to the WTO,China's product market has attracted a large amount of foreign investment relying on a stable political situation and various foreign preferential policies.While introducing advanced technology,promoting industrial structure optimization and upgrading,and improving corporate management capabilities,Chinese local companies have gradually lost control of their own brand during the expansion of foreign capital.A large number of internationally renowned companies want to enter the Chinese market,and are unwilling to spend a lot of time and money to develop their own sales and operation channels.Therefore,they will conduct hostile acquisitions for companies with certain popularity and influence in various industries in China,and use ready-made sales channels to seize the Chinese market quickly,and ultimately keep the local brands of their own.It has become the best choice for these well-funded enterprises.According to the research report of the Development Research Center of the State Council,21 of the 28 major industries in China have foreign investment.Among the industries that have been opened up in China,the top five companies in each industry's according to its comprehensive strength are controlled by foreign capital.According to cases,Coca-Cola and Pepsi have acquired seven of China's carbonated beverage companies,accounting for more than 90% of China's carbonated beverage industry;All of the world-renowned beer producers have entered into the Chinese market,accounting for more than half of the market share;Northwest Bearing Co.,Ltd.,the company used to be the leader of China's bearing industry,and finally became a German-owned company;the "little nurse" who once was a household name in China was eventually acquired by L'Oreal,France,and no one knows it now.This thesis intends to compare the legality of anti-acquisition measures under the existing legal background in China through the method of comparative law,compare the anti-acquisition measures against foreign acquisitions in China and foreign countries,and propose relevant legislative proposals through comparativeargumentation.However,in view of the serious lag in Chinese anti-acquisition legislation,most of the anti-acquisition measures have not been used in China.Some anti-acquisition measures in Western countries do not conform to Chinese specific national conditions.However,it is precisely because of the imperfect domestic legislation that it provides a broad space for us to conduct research on anti-acquisition legislation.By comparing the Chinese and foreign anti-acquisition laws and regulations and their application,we understand how the developed countries with relatively sound capital markets balance fairness and efficiency,and know the regulation of hostile takeovers and anti-acquisition measures in developed countries,and it is significant for China since the capital market in China's still in developing stage.By studying the application of anti-acquisition measures under the current Chinese "Company Law" system,analyzing the pros and cons,and proposing relevant legislative proposals,we hope to provide some new ideas for the development of Chinese anti-acquisition related law from the legislative level.