Study On The Reviewed Criteria Of The Exemption On Mergers And Acquisitions In China

The paper studies the merger case of CNR and CSR into CRRC and reviews theories on antitrust exemption and the immunity of concentrated review of business operators,increasingly liberalized climate for mergers and acquisitions worldwide.It gives thought to the criterion for entity revision in the immunity system of concentrated review of business operators in the context of our nation's current economic development.It also points out practical deficiencies of Anti-monopoly Law of People's Republic of China and Interim Provisions for the Assessment of the Effects of Concentrations of Business Operators on Competition regarding criterion for immunity of concentrated review of business operators;furthermore sheds light on possible improvements according to practical conditions in China and experience in other countries and regions.The paper reveals underlying problems in current criterion for entity revision in the immunity system of concentrated review of business operators,which is stated in Anti-monopoly Law of People's Republic of China,Article 28,'Where the concentration of business operators will or may eliminate or restrict competition,the Anti-monopoly Law Enforcement Agency under the State Council shall make a decision to prohibit the concentration.However,if the business operators can prove either that the favorable impact of the concentration on competition obviously exceeds the adverse impact,or that the concentration meets the public interests,the Anti-monopoly Law Enforcement Agency under the State Council may decide not to prohibit the concentration'.The paper argues the criterion is of unclear definition,unspecified applicable scope and poor applicability.It is a law highly general that lacks auxiliary legislation,which in this case is substantive revision criterion that is able to be rendered to detailed codes of practice.The paper has collected and compared the regulations about the reviewed criteria of the exemption on mergers and acquisitions in some other countries and regions.Then summarized certain experience which worth profiting from from seven aspects such as efficiency analysis,Failing Firm Defense,the market entry of potential firm,principle of public interest,improve conditions of market,acclimation to international competition and the protection of medium-and small-sized enterprises.The paper aims to improve the regulations about the reviewed criteria of the exemption on mergers and acquisitions in our country under the consideration of the economic and law development for the current stage in our country.So after the study on political theory,the paper has given some advises.First,revise the relevant state regulations in the antitrust laws to make the reviewed criteria of the exemption on mergers and acquisitions typed,including efficiency analysis,Failing Firm Defense,the market entry of potential firm,principle of public interest and the advantage influence is greater than disadvantage influence as a fallback provision.Then,make enforcement rules of the antitrust laws,which will be helpful to the process.