| The foreign capital has spread over the world in the situation of the economic globalization. Numerous multinational corporations have come to China and made investment, which is considered to be a bridge tower strategy for its economic globalization plan. With regard to the investment manners, besides the green land investment, more and more multinational corporations start to choose a more prompt and efficient way to inject their capital, that is, to acquire some state-owned enterprises which originally has been leading in the China domestic industries, take advantage of its original resources, such as existing brand influence and marketing channel, etc, to smooth the way to carry out its business in China and further expend into world. In the other hand, since our country has been tied to old system for a long time, the development of the state-owned enterprises came into bottleneck in the 80 and 90 decades of last century, and more and more small or middle scaled state-owned enterprises, even besides some of large scaled state-owned enterprises, faced the crisis to survive. Properly using foreign capital in the manner of M&A (Merger & Acquire) to reform the state-owned enterprises, so that they can find a right development road in the new economic situation, has become an effective method to reform state-owned enterprise gradually. Thus, our government also promulgated in succession a series of policies, rules and laws concerning the M&A of state-owned enterprise by foreign capital.With the special background, it is of great and realistic significance to carry out a deep study on the issues arising out of the M&A of state-owned enterprises by foreign capital. This thesis conducted the studies to analyze the current situations, then put forwards some related legal matters existing in the legislation and practice of Merger & Acquire by foreign capital, and finally provides with the pertinent countermeasures and suggestions to these matters.This thesis is constituted mainly by four parts:The first chapter of this thesis gives the main idea about the basic concept and types of M&A of state-owned enterprise by foreign capital, and makes an brief introduction about the impressive characters and important trends about the topic in current phase. In the review of historic process of M&A of our state-owned enterprises since 90 decades of last century, the summary reveals that the model of the M&A performed in more than two manners or types, but mainly in M&A of stock rights and M&A of capital.The second chapter analyzes the current legislations of the M&A of state-owned enterprise by foreign capital. Firstly, this chapter introduces the historical evolvement of the related legislations going with the changes of the government's attitude. Then, on this ground, the author proceeds to understand and analyze two of the important regulations concerning the M&A by foreign capital, Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors.The third chapter mainly put forwards the legal matter met in the process of the M&A of state-owned enterprises by foreign capital. Firstly, on the level of legislation, the effectiveness level of the related rules and laws are comparably low, and the systematized order is very wanted; then, on the level of practice, there are also a series of issues rising out of the M&A, such as monopoly and unreasonable rearrangement of original state-owned enterprise staff, which will impact the steadiness and security of the country economy and result in the losses of state capitals and assets. Finally, third chapter will focus on analyzing and discussing the reasons for the occurrence of these problems and their impacts.The fourth chapter provides with the author's countermeasures and suggestions separately on the positions of legislator, executor and the partners evolving in the M&A of state-owned enterprises by foreign capital.
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