Mergers And Acquisitions, Antitrust Entity To Review Its Defense

Merger and acquisition (M&A) is one kind of undertakings concentration. With China's entry into the WTO and further economic development, many multinational companies have entered into Chinese market by way of M&A aiming at enhancing self competition ability and enlarging global market shares. However, M&A would cause somewhat negative impacts such as limitation of competition. Therefore, as one of three key backbones of anti-trust legislation, control of undertakings concentration nowadays has become the focus of the regulators. The essence of the legislation regulating undertakings concentration is the substantive review. The first issue which the substantive standards for auti-monoply review (undertakings concentration review) should solve is to judge domino offect of monopoly which may be generated by a M&A and then to determine whether any further limitation action needs to be taken against such M&A.This Thesis will elaborate the undertakings concentration control with comparison of the substantive review regulations between European Union and United States of America, and, in particular, analyze the general standards for auti-monoploy substantive review, the comprehensive standards and the important application defense (i.e. exemption). Based on that, the Thesis also analyzes the Chinese anti-monoply legislation as of to-date and then concludes the experiences and development trend of the substantive review legislation which these two countries (territories), who are most advanced in competition law, may generate. That will be a good reference for China to improve it's the substantive review regulations in relating to undertakings concentration control legislation.In term of the framework, this Thesis will include introduction, general standards of substantive review, comprehensive standards, and application (including defense). In the introduction part, it generally addresses the basic concepts of concentration control to establish a foundation for further analysis in the following chapters; Chapter 2 briefly reviews the development of China's concentration control legislation and makes comments to the current legislation of current merger control; in Chapter 3 and 4, it analyzes and compares the substantive review standards of both EU and USA, and then further discusses the main components of substantive review (including relevant market and market concentration). Chapter 5 discusses the possible defense which may be adopted by the undertakings, including, inter alia, efficiency defense and failing company doctrine. As a conclusion, in the last chapter, I raise some suggestion and comments on China current concentration control legislation.