Analysis And Response To The National Security Review System Of Foreign Capital Mergers And Acquisitions In China

National security review of foreign capital’s M&A system plays an important role in balancing the relationship between opening up and national security.In recent years,the more foreign capital enters,the more serious the national security problem in China.In this context,it is extremely urgent to establish a set of effective national security review of foreign capital’s M&A system.Although China has established a national security review system,there are still many loopholes in our system when compared with developed countries such as the United States.At present,our country implements a new type of foreign investment management model.So the system becomes more important than before.In order to enable the national security review system to exert its value and safeguard national security,China needs to learn from the legislative experience of developed countries and improve China’s security review legislation.This paper will analyze and demonstrate from the following four chapters.The first chapter mainly expounds the core idea of foreign capital merger and acquisition national security review system.The first part defines the two core concepts of the system,namely "foreign capital merger and acquisition" and "national security".It also defines the relationship between the two core concepts and explains the necessity of setting up the system.The second part is the functional orientation of the national security review system.The second chapter mainly introduces the status of the system.In 2005,Carlyle’s acquisition of Xugong and PetroChina’s acquisition of Unocal case were important events to promote the establishment of national security review system for foreign capital acquisition.Under the influence of these cases,our country has established an independent foreign investment acquisition national security review system.The third chapter mainly analyzes the existing problems of our system.Through case studies and comparisons with countries,we can conclude that China has the following problems.First,the scope of China’s review is too narrow.The definition of "foreign investors" and "domestic enterprises" is unreasonable.There is a lack of consideration for sovereign investment.Secondly,the safety review standards are uncertain.The safety review considerations are vague.And the setting of "control" standards is unscientific.Third,the security review agency has no specific provisions on the composition of the personnel,the rights and responsibilities,decision-making methods and disclosure.Fourth,ignore the issue of international coordination of the national security review system.The fourth chapter put forward suggestions to improve our system.In response to the deficiencies listed above,we give the following suggestions.Firstly,we should properly extend the scope of security review objects and redefine "foreign investors" and "domestic enterprises".At the same time,formulating special rules for sovereign investment.Second,refining safety review standards.Third,clarifing the composition,powers and responsibilities of the review bodies and implementing the decision-making rules.Fourthly,we should pay attention to the international coordination of the review system and revise the international treaties signed by our country abroad.