| Since 1990,with the development of globalization, M & A (Merger and acquisition) that is aimed at intensifying the orientation of market, cutting down the cost, increasing the efficiency, optimizing arrangement of resource and occupying market quickly, has become the embody of keen competition in the world. Recently the fifth-round of M&A grows rapidly. The amount of foreign investment is up to 1,000 billion dollars in which it is above 80% by means of M&A in 2003. Though the amount of global M&A reduced dramatically, about 40%, the entry of WTO and fast development of national economy make China be in lead of Asian M&A market.The amount of foreign direction investment (FDI) is 53.7 billion dollars in China which make our country become the top one of attracting FDI country In the world. In the global M&A market ,Chinese market is paid great attention to by international investor. According to the estimation of Tomson Financial Company, the transaction amount of merger is about 10% of the world M&A transaction amount of three quarters in 2003, that is about 3.84 billion dollars.All of above indicate that China is going to the focus of foreign direction investment. However ,it is about 80% that foreign direction investment (FDI) realize by means of M&A in the world, but there is merely 5% in China at present. So there are dramatically expanded room in China.With the loosing policy of foreign capital investing listed company and the publishing of relative law and regulations in M&A field, foreign capital merging and acquisiting listed company will become the continuous hot spot in a long time. The development of foreign capital merger and acquisition is the opportunities for the reform of state-owned enterprises, the improvement of listed company operation and the ordered development of capital market. On the other hand, it is also a challenge to Chinese relative backward legislation.How to solve various legal problems of Merger and Acquisition properly, such as foreign investment permission, character of new company which is merged or acqusited by foreign investor, state-owned shares' price, shareholders' right protection, antitrust and how to eliminate the improper laws and regulations in order to smooth the way for Merger and Acquisition are this thesis main contents.This thesis is about 36,000 words and composed of four parts. Thefollowing will introduce the main contents of each part simply.Part I The author will introduce the connotation and extension of Foreign Capital and the precise legal meaning of Merger and Acquisition. The we can learn from the thesis the main forms of Foreign Capital M & A. Each forms will be explained with practical cases.Part II In this part, the author will mainly introduce the background of legislation , evolution on Foreign Capital Merging and Acquisiting listed company and analyses of current relative law and regulations. The development of Chinese economy, the reform of stated-owned enterprise and the ordered development of capital market make us pay more attention to the legislation for Foreign Capital Merging and Acqusiting Listed Company. Through the three stage of relative legislation, we can learn the change of attitude on Foreign Capital Merging and Acqusiting Listed Company. In the end , the author will analysis the main relative law and regulations.Part III The surge wave of Foreign Capital Merging and Acqusiting Listed Company is a precious opportunity to China. On the other hand, it is also put great pressure on legislator to do more things on this action. Because there are various defects and contradictions in relative law and regulations, such as foreign investment permission, the character of new company which is merged or acquisited by Foreign Investor, share price, the orderliness of stock market, the protection of shareholders' right, antitrust. It's difficult for Foreign Capital merging and acqusiting listed company in practice.Part IV In this part, the author will focus on the problems that are pointed out in above part and put forward realis... |
