| The national security review for cross-border mergers and acquisitions,as a special foreign investment admission policy,has greatly developed since its establishment.The frequency of its legislation in various countries has increased,while its standards has also become more sophisticated,especially the typical country like the United States.As a country that has implemented an open foreign investment policy since its establishment,the United States is also the first country to establish a national security review.Nowadays,The United States is paying more and more attention to national security review and related regulations.This gradual improvement has also attracted the attention and reference of other countries.However,with the in-depth development of economic globalization,contradictions and conflicts will inevitably occur between the national security review and the implementation of investment liberalization policies.Therefore,this article attempts to compare the legislative history of national security review in different countries,and analyze the impact of relevant foreign mergers and acquisitions on the system in order to summarize how to balance different interests between sovereign countries and foreign investors.The first part analyzes the characteristics of the national security review.Given the political factors in this system,the transparency and predictability of review process,and the limitation of judicial review,it is particularly important to protect the legitimate rights of foreign investors under national security review.However,every sovereign country has its own discretion on legislation.Foreign M&As have both pro and cons for the host country.Therefore,neither national security nor foreign investors’ rights should be neglected,and it is even more necessary to conduct a special study on balance of the relationship between the two.The second part makes a comparative analysis of the balance in national security review of various countries.The balance in national security review is different from checks and balances.The former emphasizes coordination of interests.Therefore,the system must comply with a series of principles like non-discrimination,transparency,predictability,proportionality,and accountability.Under the guidance of these principles,the national security review system has set up corresponding balancing measures at all stages of the review.In addition,foreign investors are given balance measures that can be independently selected to hedge against the discretion of national security review agency.Based on it,the third part of this article selects a large number of foreign M&A cases to analyze the actual effect of the above-mentioned balancing measures in protecting the rights and interests of foreign investors.Finally,this article returns to our country’s national security review.By analyzing relevant legislative practices over the past two decades and combining with the latest regulation,this article makes some comments to summarize the main points,and then puts forward a few suggestions for the specific implementation and further improvement of our country’s national security review. |
