Foreign Mergers and Acquisitions of China and the United States National Security Review System Research
|School||Central South University for Nationalities|
|Keywords||foreign capital mergers and acquisitions national security renewstandard national security renew|
Foreign mergers and acquisitions（M&A）have become the main way of foreigndirect investment, in recent years, there is a considerable amount of foreign capitalM&A events. Many people drowned in the tide of enterprise merger and acquisition offoreign capital, or loss of the original brand competitiveness after the merger or deathdirectly. Xugong Carlyle M&A case in2005, prompting calls limit foreign mergers andacquisitions. The six ministries and commissions under the state council jointly issuedin August2006by the，rules on foreign investors M&A of domestic enterprises inChina national economic security review.In2008，on the implementation of "anti-monopoly law regulation, the foreigncapital merger and acquisition of domestic enterprises related to national security,national security review shall be conducted. The two method introduced successively,at the legal level for the first time explicitly put forward the concept of nationalsecurity review, shows that the Chinese government for foreign mergers andacquisitions in the security problem is becoming more and more attention. But this oneof the few laws and no concrete elaboration way operation.In2011， the state council general office with the ministry of commerce reportedM&A of domestic enterprises notice system, the implementation of the security reviewof foreign investors M&A of domestic enterprises of the moc system of regulations.The notice of the symbol in our country, basing on national security review mechanismof foreign capital’s M&A. American have always is famous for its free and openforeign policies, but when it comes to national security, foreign investment, hasadopted a more strict censorship measures. The exon-a Florida formulated by theamendment for the perfection of the representative of the national security reviewsystem, this system has its distinctive features: very pay attention to the balancing ofinterests, the foreign investment attraction and limit the power of the President, andcongress the checks and balances of power, strict procedures and protocolcommitments such as institutional arrangements. And foreign capital merger andacquisition security censorship in China started late, the relevant systems in the UnitedStates, to perfect is in the initial phase of our national security review of foreign capital’s M&A system has a reference significance. Successively introduced in thispaper, by2011the state council general office on establishing a security review offoreign investors M&A of domestic enterprises system notification "and" ministry ofcommerce of foreign investors M&A of domestic enterprises carrying out theregulation of security review system ", through the legislation of foreign capital M&Ain China is discussed and a preliminary set up China’s foreign capital merger andacquisition security censorship is discussed in detail, combined with the earliest, themost perfect in the world of foreign capital M&A safety review of the legislation of thecountry, the United States foreign capital merger and acquisition security censorship,through legislation and institutional comparison between the two, that the shortage ofChina’s foreign capital merger and acquisition security censorship, for the developmentof China’s foreign capital merger and acquisition security censorship and perfectSuggestions are put forward.This article adopts the method of comparative analysis combined with case, willour country and the related legal system comparison and analysis, obtained China’sforeign capital merger and acquisition system is not sound, not perfect, on the basis oflaw in the United States, take its advantage, to its dregs, put forward some Suggestionson perfecting the system of China’s foreign capital merger and acquisition. Full text isdivided into five chapters, the first chapter generalizes the basic concept of foreigncapital M&A, points out the necessity of the construction of M&A security censorship;Second chapter detailed introduces the system of national security review of foreigncapital’s M&A in the United States, from the aspects such as legislation, standards,organization, censorship, combined with huawei3com M&A case, analysis itsadvantages of legislation, and summarizes the reference; Chapter3illuminates theimplementation in our country foreign capital merger and acquisition securitycensorship, specifically has analyzed our country foreign capital merger andacquisition security censorship evolution history and legislative status; Fourth chapterfrom the aspects of legislation and the system of foreign capital mergers andacquisitions of China and the United States national security review system for thecomprehensive comparison, and analysis, put forward the our country foreign capitalmerger and acquisition security censorship. The fifth chapter on the basis of the fourthpart, aiming at the existing problem of China’s foreign investment review systemspecific opinion suggestion. Part at the end of the article, the author in the fivepreceding chapters on the basis of summary and induction, put forward the our country foreign capital merger and acquisition security censorship in compared with therelatively perfect system not mature enough, the construction and improvement of theforeign capital merger and acquisition security censorship, there is a lot of work to do,for China,there is still a long way to go.