A Discuss To Relationship Among Enterprises, Owners, Managers And Other Laborers And Related Legal Regulation In Case Of M&A

In early stage of China's acceding to WTO, the international economic environment changes rapidly,and more and more enterprises participate in Merger and Acquisition (M&A). It's already possible for transnational corporations to become shareholders of Chinese enterprises as their business strategy. Because of the complication of M&A among enterprises, lots of legal problems are involved. It's an urgent task for legal workers in China to find ways to regulate all aspects of M&A.Because M&A is a special economic and legal phenomenon, all kinds of interests engage in an intense contest in case of M&A. Human beings, as the final subjects of all interests, often determine the success of M&A or not.On the other side, both material and human resources are re-distributed in the process of M&A. Human resources include both managers (directors of the board and general managers, etc.) and other laborers.There are many works and papers discussing M&A in the fields of corporation law, securities law and anti-trust law, and some of them are very excellent. Some other treatises pay attention to the relationship between owners and managers or enterprises and laborers. We must take the factor of human beings into consideration when discussing M&A. But studies are not sufficient enough that concentrate on the relationship among enterprises, owners, managers and other laborers and related legal regulation in case of M&A. This article is intended to have a try on this matter. At the beginning of this article, one theory is set forth that takes an enterprise as a "contract", and concepts of owners, managers and other laborers are explained. Then relationship among enterprises, owners, managers and other laborers and related legal regulation are expounded in two parts. The first part clarifies relationship between owners and managers and its legal regulation, and analyses the general rule of the above said relationship, Inside Control problem, the role of independent directors in listing corporations, Inside Transaction and Information Disclosure and the owner-protection mechanism in M&A, and finally gives a macroscopic ponderation to the above said relationship. The second part clarifies relationship between enterprises and laborers including managers and other employees and its legal regulation, studies general principles of the handling of labor relations and related legal application, the rescission of labor contracts and laborer-related inherit in M&A, and international practice of legal regulation on labor relations in M&A, and finally puts forward some proposals relating to the modification and completion of the labor law.In my opinion, corporation governance embodied the general relationship between owners and managers. In case of M&A, the quality of corporation governance structure and owners' control of managers usually determine the success of the business operation. Only under a corporation governance system of Chinese characteristics can the relationship between owners and managers be handled perfectly in China. For state-owned enterprises, a key to the handling of the above said relationship is to resolve the problem of "owner absence" at first, and to create impetus for corporation governance.To view at the angle of labor relationship, dismissal of laborers always accompanies M&A operation, so it's necessary to enact a perfect labor law system. It's reasonable for the labor law to provide much more protection on laborers, but it should be with a limit. A rational balance should be found between the will of capital and the rights of laborers, and anti-competitive agreements, commercial secrets protection relating to M&A and employment promotion and social security of jobless people must be regulated explicitly and concretely.