Mergers Acquisitions and Takeovers in China: A Legal Cultural Guide to New Forms of Investment

Author: Li Guo; Cristiano Rizzi; Joseph Christian
Publisher: Kluwer Law International
ISBN: 9789041140487
Published In: July 2012
Format: Hardback , 288 pages
Jurisdiction: China ? Disclaimer:
Countri(es) stated herein are used as reference only

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Contents

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This hugely informative book - unique in its overarching emphasis on the laws governing M&As and takeovers in China - not only shows those interested in investing in China how to avoid legal mistakes and miscalculations. In addition to offering singular interpretive analysis of strictly legal matters, the authors concentrate extensively on the all-important cultural and environmental factors that can make business in China daunting for the uninitiated. Extending this double emphasis on cultural understanding and M&A and takeover expertise, the authors clearly explain such elements of how to enter the Chinese market (or expand a presence in it) as the following:

concepts of guanxi and mienzi;
understanding China’s rising middle class; ;
valuation of state-owned assets;
maximum permitted debt-to-equity ratios;
key PRC government agencies involved in the approval of transactions;
taxation framework for enterprise restructuring in China;
employees as an asset;
share swaps;
prohibited trading activities when acquiring a listed company;
legal framework for dispute resolution;
administrative proceedings;
liabilities for breach of contract; and
responding to intellectual property rights abuse.

The authors provide precise details on the characteristics of, and procedures involved in, the wide range of investment options available in China, with knowledgeable guidance on the choice of investment options and protection of investor interests. Because China is clearly a major global economic force and will continue to be so in the foreseeable future, this thorough but down-to earth guide is of immeasurable practical value to foreign investors of every kind, from multinational corporations to individual venture capitalists.

The Authors.

List of Abbreviations.

Acknowledgments.

Introduction.

CHAPTER 1 The Evolution of the Investment Environment and Culture Issues in China and Their Relevance When Doing Business in the Middle Kingdom.

CHAPTER 2 Categories of Investment in China and the Basic Forms of Businesses and Their Operation.

CHAPTER 3 Mergers and Acquisitions and Its Regulatory Framework.

CHAPTER 4 Takeover of Listed Companies.

CHAPTER 5 The New Anti-monopoly Law End the Revised Merger Control Regime.

CHAPTER 6 Dispute Resolution in China: Understanding the Legal Environment and an Overview on the Different ADR Mechanisms.

CHAPTER 7 The Evolution of Contract Law and Its Importance for Enterprises Operating in the Market.

CHAPTER 8 Protection of Intellectual Property Rights in China When Doing Business. Conclusion.

APPENDIX II [CSRC Decree No.56] Decision on Amending Article 63 of the “Administration Measures on Takeover of Listed Companies” (i.e. “Takeovers Code”).

APPENDIX III Circular of the Ministry of Foreign Trade and Economic Cooperation and the State Administration for Industry and Commerce Concerning Printing and Distributing Provisions for the Alteration of Investors’ Equities in Enterprises with Foreign Investment.

Glossary.

Bibliography.

Chinese Publications.

Table of Chinese Legislation.