Research On The Risk Of Shanghai Nuomu Buyout Fund In Overseas Mergers And Acquisitions

In recent years,with China's economic growth slowing down and the industrial structure entering a period of deep adjustment,the government has actively promoted industrial transformation and upgrading.Under such economic and policy backgrounds,overseas M&A by domestic enterprises have become one of the most important ways to promote supply side structural reform and achieve economic transformation or upgrading.Domestic buyout funds have also entered a period of high-speed development.However,domestic buyout funds faced not only the complex risk environment which ordinary companies also faced in overseas M&A,but also face new risks which derived from the special operation purpose and special operation process of buyout funds.The research object of this article is Shanghai Nuomu buyout fund.It is a limited partnership and specialized in overseas M&A,which founded for servicing the strategy of overseas M&A strategy of the listed company Miteno.The fund adopts the "listed company+PE" derivative structure,which is the mainstream structure of current domestic buyout funds,and finally controlled by the real controller of the listed company.This model is common in the buyout funds which set up by listed companies in China,and specialize in overseas M&A,uniquely and typicality.In the operation process,Shanghai Nuomu buyout fund is no different from general overseas M&A fund.According to this logic,this paper first analyzes the purpose of overseas M&A of Shanghai Nuomu buyout fund,and consider the difference between the purpose in overseas M&A of buyout funds and general companies will be directly reflected in the operational process of buyout funds in overseas M&A.Then,this paper compares the operational process in overseas M&A of Shanghai Nuomu buyout fund and general companies,dividing the risk of buyout funds in overseas M&A into two categories,identifying and evaluating them separately.Finally,this article analyzes the risk control measures of Shanghai Nuomu buyout fund used in overseas M&A and discusses its deficiencies,and make some suggestions,such as adopting a corporate governance framework for the decision-making on governance,establishing a regular information disclosure system,rationally using derivative contracts,and signing gambling agreements or guarantee agreements with the listed companies.