On The Research Of Unlisted State-Owned Enterprises Acquisition By Foreign Investment In China: Laws And Regulations

Economic globalization has swept all over the world since the latter half of 20 century. As significant part of economic globalization, transnational investment now takes an amazing effect on economy development. Transnational Merger & Acquisition (M&A) has become an important way of capital flow in foreign direct investment (FDI) area. Since 1990s, transnational M&A achieved more than half quantity of transnational capital flow. The average annual increment speed of transnational M&A has exceeded increment speed of FDI.As most foreign investment host among developing countries, China has already been target of transnational M&A. At the same time, restructuring and rebuilding of state-owned enterprises is speeding up in our country. Under the watchword of "State out, Private in", enterprises and assets owned by state have been destatizated one after another. Foreign investment takes an important part in this process. Acquisition state-owned enterprises has become important part of foreign investment M&A. Target of foreign investment M&A is not limited to public company owned by state, but spreads numerous unlisted state-owned enterprises. Compared to acquisition of public company, acquisition of unlisted company shares smaller size, but scores larger in total. Since there is no disclosure obligation in acquisition of unlisted company, it is more difficult in surveillance. This dissertation focuses on laws and regulations of unlisted state-owned enterprises acquisition by foreign investment, attempts to point out several existing legal problems.This dissertation has 35,000 in total and divided into five section.In Section I of "Summary of unlisted state-owned enterprises acquisition by foreign investment", author initially expatiates basic concepts of foreign investment M&A, then briefly introduces current law and regulations on this issue. Thereafter author sums up pattern of foreign investment M&A and review history and actuality of this issue.Section II is "Legal Subject of unlisted state-owned enterprises acquisition by foreign investment". This section discusses different situation and effect of different subjects. Basic subjects are foreign investor, vendor of state-owned enterprises and target company. Other subjects include surveillance authorities and independent third parties.Section III "Exchange means and procedure of unlisted state-owned enterprises acquisition by foreign investment" introduces exchange means, including public tendering and agreement transfer, also with procedures listed in time order.Section IV "Relief and Responsibility in unlisted state-owned enterprises acquisition by foreign investment" focuses on relief ways and legal responsibility of relevant individuals in unlisted state-owned enterprises acquisition by foreign investment.Section V "Comments on unlisted state-owned enterprises acquisition by foreign investment" reviews and comments current legal system of foresaid issue in three point of view, which are market access, treatment of investor and disputes settlement of investment disputes.