Regulation Foreign Mergers and Acquisitions Involving Companies Listed in China

Since its accession to the World Trade Organization (WTO), China has undertaken stronger initiatives toward adapting its legal system to support the development of a market-oriented economy. However, in this important new study the author contends that China’s steps in this direction are not sufficient. Although barriers to merger and acquisition (M&A) targeting of state-owned enterprises (SOEs) have been significantly reduced, excessive administrative intervention continues to discourage foreign M&Ainvolving domestic listed companies. This book proposes changes in Chinese law, including a new full-scale regulatory scheme, which would enhance and expand such foreign direct investment. The discussion proceeds from the perspectives of company law, securities law, antimonopoly law, and foreign investment law. Based on the analysis of the market situation and policy background in China, and on a comparison among the relevant aspects of the legal systems of China and other jurisdictions, the book addresses the Chinese legal system for foreign M&A involving listed companies, including its policy support. The analysis highlights such aspects as the following:

• features and structures of the current Chinese foreign M&A market;

• China’s state-owned enterprise reform

• functions of the Chinese stock market;

• Chinese foreign investment policy;

• components of the Chinese legal system specific to foreign M&A; and

• comparative studies of foreign M&A regulation and experience (US, EU, UK, and Russia) and what may be useful in each for China.

The author’s detailed recommendations for the improvement of the Chinese legal system primarily concern the regime of state ownership exercise, the establishment of an antitrust scheme, the improvement in the regulation of corporate takeovers, and national treatment of foreign investors under the WTO system. This is in every way a ground-breaking contribution to the literature of international trade law. The author’s deeply informed and cogent analysis will be of immeasurable value to policy makers and academics across a range of fields, and the book’s practical value to business persons everywhere with an eye on China cannot be overestimated.