Study On The Substantive Standard Of Antitrust Review On Mergers And Acquisitions

In the contemporary era, the economic is developing rapidly and the competition isgetting fiercer. Under this background, there are more and more mergers and acquisitions. TheM&A may do damage to the market while it brings economic efficiencies. Therefore,countries need to establish enterprise merger management system on mergers and acquisitionsbehavior. Our country has preliminarily established the antitrust review system, but the reviewlegal system is not perfect and the current rules are not very detailed. In the view ofthe booming economic development and increasingly in-depth antitrust practice, our countryneed do more research on the substantive standard of the antitrust review of the M&A andperfect the antitrust review law system about enterprise mergers and acquisitions, which couldmake the abstract review standard specific and quantitative. In this way, relevant enterprisescan predict their behavior, the anti-monopoly law enforcement authority could has laws toabide, and the authority’s excessive discretion could be restricted. This paper tries to perfectour country’s antitrust review law system of the M&A through doing research on substantivestandard and learn from the successful experience of the United States and the EuropeanUnion.In addition to instruction and conclusion, this paper is divided into five parts.In the first part, through the introduction to "Marubeni acquisition of Gavilon case", theauthor points out that the ministry of commerce cannot fully provide a detailed statementabout the economic analysis procedure while reviewing the merger. The decision is notscientific and under question. The reasons mainly include the lack of experience and antitrustreview law system. Besides, the current laws and regulations are relatively principle, lack ofoperability.The second part gives a detailed introduction to the general theory of the antitrust reviewof enterprise mergers and acquisitions, which including the summary of enterprise mergersand acquisitions, economics theories of the antitrust review, substantive standardclassification of the antitrust review of mergers and acquisitions and review analysisframework. These theories could provide theoretical support for improving our country’s lawsystem of merger review substantive standard.In the third part, the author specifically introduces the substantive standard, review factors, analysis framework of enterprise mergers and acquisitions antitrust review in theUnited States and the European Union, which could provide foreign reference for our countryantitrust review and further improve the review standard in China.In the forth part, the author analyzes the reference legislation in our country aboutantitrust review substantive standards of enterprise mergers and acquisitions. This part doeshelp to understand the legislation present situation, and points out the deficiencies existing inrecent legislation, which mainly include the lack of experience and antitrust review lawsystem. Besides, the current laws and regulations are relatively principle, lack of operability.In the fifth part, some suggestions have been put forward on the legislative deficienciesin the antitrust review substantive standards of enterprise mergers and acquisitions in ourcountry. On the one hand, the legal system of antitrust review substantive standards should tobe perfected. The existing normative documents could be integrated into the system ofAntitrust Law, Merger Guidelines and Instructional Case. On the other hand, the relatedfactors of substantive review standard could be provided specifically in the Merger Guidelinesto improve the operability.