Foreign Equity Merger And Acquisition Of Domestic Enterprises In China And Perfect Legislation Research

Comply with the tide of international economic integration, China’s foreigncapital utilization level also constantly improve, both in the speed and scale ofabsorbing foreign capital, which provides a lot of help to China’s economic growthand industry transformation. Not only need to recognize the foreign capital mergerand acquisition has a positive role to the development of our economy, includingpromote the industrial structure, enterprises’ internationalization management level ofour country, it is conducive to China’s enterprises to introduce foreign advancedtechnology. But also should recognize the more perfect foreign investment legislationof our country to further expand the scale of foreign capital utilization, improve theutilization efficiency of foreign capital is crucial. Our country at present the mainform of foreign direct investment is merger and acquisition investment. Globally,transnational merger and acquisition investment in transnational direct investmentaccounted for the proportion of higher and higher, it is the same in our country.Various forms of transnational M&A, mainly include equity acquisition and assetacquisition. Equity refers to the immediate merger and acquisition of foreign investorsto achieve target enterprise within the territory of equity for foreign mergers andacquisitions. Foreign investors can purchase target enterprise shareholder’s equity, byagreement or by equity subscribed capital of the target enterprise. Among them, theequity merger and acquisition with its friendly consultation, inherit and maximum play to the advantages of the synergistic effect, is widely used in practice.Foreign investors will be involved in various legal relationships for equity M&A,for different legal relations, by different legislations to adjust. There are both theadjustment on the level of private law, and public law level adjustment. But, ourcountry’s present legislation on foreign equity merger and acquisition of domesticenterprises is very mad, adjust the same legal relationship of provisions are reflectedin the different legislations, from time to time there will be a content overlap, conflictphenomenon. Laws, regulations, less at the same time, the practice is given priority towith administrative rules, and department rules and legal status of low, whereinconsistent with the provisions of the law were not a few, regulation overlapping andconflicting policies from different departments, functions of the power line isunknown, examination and approval procedure are complex. In addition, in theprocess of legislation for mergers and acquisitions antitrust and national security, thecreditor’s rights debt processing, contract effectiveness cognizance aspects are moreor less exists drawbacks, the equity merger and acquisition for foreign investors ofdomestic enterprises in our country has brought inconvenience, also let the courtwhen dealing with the foreign investment disputes.This essay focuses on China’s current legislation system about foreign equitymerger and acquisition of domestic enterprises, in carding and researching provisionson foreign equity M&A legislation, which involved in conflict and lack of problem,the essay will reveal, analyze and demonstrate these thoughts. And on this basis, theanalysis of draw lessons from the advanced legislation experience aboard, in order toput forward suggestions of perfecting our country’s legislation.