Research On The Foreign-Capital Equity M&A System In China

There's long-standing practice of foreign-capital equity M&A in China, but as one of the ways of foreign-capital equity M&A in China, equity M&A has not been enough understuded in theory and effectively regulated in legislation. In this paper, on the basis of defining equity M&A, the theoretical issues related is elaborated practically. With the study of domestic legislation and practice and the reference learned from U.S.A., the recommendations of improvements on the legal system of foreign-capital equity M&A in China will be given.The thesis includes three parts besides the preface and conclusion.Part I: The principle summary on the legal system of foreign-capital equity M&A in China. In this part, on the basis of foreign-capital M&A defining,briefly introduce the classification of M&A, analyze the taxonomy, according to which foreign-capital M&A can be divided into two categories: equity M&A and asset M&A, focus on comparing the similarities and differences between equity M&A and asset M&A; Then explain and analyse the concept and mode of equity M&A; Finally, through the analysis of the status and development tendency of foreign-capital equity M&A in China, point out the immaturity of the legal system of equity M&A is one of the important obstacles in the development of foreign-capital equity M&A.Part II is about the analysis on the current legal system of foreign-capital equity M&A in China. On the basis of the interpretation and analysis of the legal system of foreign-capital equity M&A of our country, using the classification of public law and private law, focus on laws and regulations of the anti-monopoly examination system over equity M&A and stakeholder rights protection system in China, in order to analyze the current legal system of equity M&A deeply.Part III is about the defects and improvements of the legal system of foreign-capital equity M&A in China. In public law level, there are a lot of legal conflicts of equity M&A under the"M&A Rule"system, and the Anti-monopoly law of China is not only lack of the relevant provisions, but also have many defects on censorship of, standard of and procedure for anti-monopoly review in foreign-capital M&A. In private law level, the Company Law of China is not only lack of definite provisions, but also have some defects at the shareholder protection system and creditor rights protection system. Also The Contract Law of China need to be improved in protecting the creditor rights. Aiming at the characters of equity M&A, this paper point out it need to be accordingly improved from the respect of the public law and the civil law.In the conclusion, the author indicates that the double characteristic of foreign-capital equity M&A with both main public law and attached private law dictate that equity M&A demands the public law and the civil law to adjust it together, and suggest that establishing a set of legal system centering on the Company Law, the Anti-monopoly law and the Foreign-capital M&A Law is a more reasonable choice, to regulate not only the general problems of Foreign-capital M&A, but also the special problems of Foreign-capital equity M&A in a single chapter.