| Summary: | 碩士 === 東吳大學 === 法律學系 === 95 === From the late 1980, the global economic integrated rapidly as well as the domestic market opened widely, the Cross-border Mergers & Acquisitions played a more and more important role in the international economic activities and has replaced Greenfield investment to become the most important part of foreign direct investment.
At the same time, the Mainland China has undergone the development stages from closing to opening. The market of Mainland China, which is big and with great potentialities, has been and will continue to be the focus of transnational corporations. The foreign direct investment has contributed greatly to economic development in Mainland China. With the entrance into the World Trade Organization, along with the adjustment of economic structure, the improvement of opening degree in the entry of stock market, and a serial of rules and policies of Mergers and Acquisitions come into effect in Mainland China, the foreign capital’s entering into Mainland China by Mergers and Acquisitions has been an important trend of foreign direct investment. The pillar of the stock market—listed companies, under the stimulant and supervision of stock market, and gaining more proceeds and success, play increasingly important roles in the economic boom in Mainland China.
However, Merger and Acquisition of Listed companies in Mainland China by foreign investment enterprises practice likes a double sword. On the one hand, the listed companies take many advantages in the industrial structure adjustment upgrade of domestic enterprise’s international competitiveness and optimize the resource distributed by Mergers and Acquisitions. On the other hand, Mergers and Acquisitions of Listed companies in Mainland China by foreign investment enterprises may bring some potential risks, such as risk of embezzlement of state-owned assets, monopoly industries, and costs of Mergers and Acquisitions failures, and so on. How to induct and regulate the Merger and Acquisition investors by legal measures, and avoid the negative impact of Cross-border Merger and Acquisition appropriately, are important problems that must be resolved urgently now.
The thesis will analyze the issues and contradictions of foreign investment enterprises’ Mergers and Acquisitions of Listed companies in Mainland China, subtitles are as followed:
The first section will discuss the meaning and the way of foreign investment enterprises’ Mergers and Acquisitions and characters of listed companies. Then will has an all-around analysis of the enterprises’ Mergers and Acquisitions on the basis of the theory of motive and target companies.
The second section will analyses the Mainland China’s regulatory environment, such as the meanings, level, contents, and the system, and policies for Mergers and Acquisitions of listed companies by foreign investment enterprises.
The third section will analyses the features and representation forms of Mergers and Acquisitions of listed companies by foreign investment enterprises, and try to conclude the reasons process and terms of the transaction.
The fourth section will discuss the problems of Mergers and Acquisitions of listed companies by foreign investment enterprises in different fields.
The fifth section will deal with the theories and practices of regulations of foreign investors’ Mergers and Acquisitions in the US and EU, in order to provide some M&A regulation and policy suggestions in Mainland China.
After all-around analysis of legal problems of foreign investment enterprises’ Mergers and Acquisitions in Mainland China, the thesis will give some constructive advice on policies and regulations in this connection.
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