| Since the new century, as the trend of economic globalization increasingly obvious, theworld market system, with multinational companies as the main power, accelerated fusion ofChinese enterprises overseas mergers and acquisitions, this kind of hot phenomenon isinseparable with domestic and international economic environment and the policy orientation.In the environment of global economic recession, Chinese enterprises to seize the opportunityto come out on top in the global M&A market, rising significantly. However, more and moreChinese enterprises to invest overseas investment market for mergers and acquisitions offoreign assets, the legal risk suffered from the host country and China’s domestic has becomehighlights. Chinese companies are more and more urgent need to establish a preventionmechanism to deal with the legal risks in overseas M&A.This paper, taking this as foothold, from a legal point of view, lists typical examples,using research methods combined with comprehensive and empirical study, to analyze severallegal problems.The article is divided into four parts，about23000words.The first part, related concepts of overseas mergers and acquisitions and risks.First of allfrom the concept of merger and acquisition, elaborates on the types and characteristics ofoverseas mergers and acquisitions in order to accurately understand the connotation ofoverseas mergers and acquisitions. Then defines the legal risk of overseas M&A, making ananalysis of the classification of overseas M&A legal risks according to different basis, whichlaid a theoretical foundation for the later discussion.The second part, overview of the present situation of China’s overseas M&A。Firstanalyzes the causes of China’s overseas M&A, from root refracts the internal factors of"China M&A wind" in current global economic. Then reviews the development processes ofChinese enterprises overseas M&A, summarizing the characteristics of the Chineseenterprises overseas M&A, and analyses the development trend of Chinese enterprisesoverseas M&A from the the global M&A market statistics in PWC and Qing dynastiesresearch center. At the same time, lists the classic case of Zhonglv merger and acquisition,through the analysis of the relevant circumstances, reflects on the causes of the failure ofChinese enterprises overseas M&A, which paved the way for the following systematicallyexpounded the legal risks of Chinese enterprises overseas M&A.The third part, the legal risks faced by Chinese enterprises overseas M&A. This content isdivided into two parts. This chapter have a detailed analysis of the legal risk from the hostcountry according to Chinese enterprises overseas M&A experiences, in turn, lists theanti-monopoly review risk, safety review risk, environment protection policy and labor security system risk, from the connotation of the legal risk extended to the influence ofChinese enterprises overseas M&A, using cases to assist the argument, to visualization thelegal risks from the host country.The fourth part, prevention measures for legal risks of our country enterprise overseasM&A. This chapter, through three perspectives, studies the risk prevention of Chineseenterprises overseas M&A: First, from macroscopic perspective, analysis of the functionalrole of the Chinese government against Chinese enterprises overseas M&A legal risk;Second, from microcosmic perspective, legal risk prevention is divided into three stages,before M&A, during M&A, and after M&A, and puts forward some suggestions, as well;Third, from the international perspective, Chinese enterprises still can use the relevantinternational treaties to solve disputes and take relief through the insurance level.In short, this paper, combined with practice, analyzes the concept of Chinese enterprisesoverseas M&A, the present situation, relevant legal risks and the measures to prevent the legalproblems, meanwhile, proposed own views on some theoretical issues, so as to contributes tothe healthy and sustained development of Chinese enterprises overseas M&A. |
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