A Legal Analysis On Debt-Arrangement Of Target Enterprises In Transnational Merger & Acquisition

Foreign investor's M&A of Domestic Enterprise is a systematic project,involving plenty of complicated legal problems in which not only embodies delay of legislation and conflicts of application of law,but appears many illegal activities in reality.Of many legal problems in transnational M&A,this thesis makes the choice of debt-arrangement of M&A of domestic enterprise by foreign investors as the legal-research perspective.Although Chinese government has enacted relatively improved regulations in which includes debt-resolution rules on the ground of different patterns of transnational M&A and fully showing free-will allowing parties to discuss with no damage to others' and social public interests,in practice,debt-arrangement of target enterprise in transnational M&A is not that definite and simple.On the contrary,there exist serious problems of escaping debt by fraud of transnational M&A,leakiness and inappropriation of legislative regulation.The thesis has four parts in structure.The chapter one firstly defines the transnational M&A,and then mainly introduces the key patterns of transnational M&A,the legal feature of transnational M&A and regulations in force of transnational M&A,all of which provide a context for the further analysis.Chapter two analyzes the debt-arrangement principle of target enterprise in transnational M&A in accordance with current M&A legislative regulations.The key point is to review the application of law to debt-arrangement problem on the basis of relevant laws and acts, regulations and rules.As the result of my study,the relevant legislative regulations are low in terms of legal effect but relatively improved and basically are in conformity with the theory of civil and commercial law.Bridging practice,chapter three of the thesis makes a summary of practical questions in arranging debt in the activities of transnational M&A.They embrace escaping debts and loosing state-owned assets by evading laws in operation,leakiness of legislative regulation on assets liability and inappropriate wording of debtor-creditor in legislation.This chapter works as the part of question-submitting. The fourth chapter takes the role as the question-analyzing and question-resolving to which the writer pays the most attention.With the profound research to the above questions and the relevant legal system,the writer makes emphasis of legal process that parties shall perform in debt-arrangement,submits the legislative regulation advice to asset liability problem,and discusses the defect of articles as to debt-arrangement in Interim Provisions on the Takeover of Domestic Enterprises by Foreign Investors and states the writer's amendment-thinking to them.