国内企业海外并购的法律风险及防范措施研究
发布时间：2018-12-12 10:35
【摘要】：随着全球一体化进程的加快，，跨国并购已成为企业拓展海外业务的重要模式。加入WTO组织以后，中国企业也开始加入跨国并购行列，国内企业境外并购涉及的行业越来越多、地域逐渐扩大，联想集团收购IBM公司笔记本业务、中集集团收购荷兰博格工业公司等案例在全球范围内引起了广泛的关注。需要注意的是，国内企业在海外进行投资、并购并非一番风顺，需要面临来自不同领域的风险和困难，法律方面的风险是不可避免的。和欧美发达国家企业相比，我国企业海外并购经验较少，在海外并购项目中法律风险较大。 本文以国内企业海外并购中的法律风险为研究对象，采取理论研究和实证分析相结合的研究方法，在相关理论的基础上，对我国企业跨国并购的法律风险进行分类，按照并购交易前的法律风险、并购交易后业务整合阶段的法律风险两个阶段进行分类，从东道国审批风险、劳工法律风险、涉税法律风险、知识产权法律风险、国内外汇管制法律风险等方面，对国内企业海外并购法律风险的表现形式、原因进行了深入分析，最后结合我国的国情、企业特点，有针对性的提出了防范和处理国内企业跨国并购法律风险的对策建议，希望在理论和实践两个层面对国内企业的海外并购行为提供指导，降低国内企业海外并购的法律风险。
[Abstract]:With the acceleration of global integration, cross-border M & A has become an important mode for enterprises to expand their overseas business. After joining the WTO organization, Chinese enterprises also began to join the ranks of cross-border mergers and acquisitions. More and more domestic enterprises were involved in overseas mergers and acquisitions, and the territory gradually expanded. Lenovo Group acquired the notebook business of IBM Company. CIMC's acquisition of Dutch Borg Industries has attracted worldwide attention. It should be noted that domestic enterprises invest overseas, M & A is not a smooth, need to face risks and difficulties from different areas, legal risks are inevitable. Compared with the developed countries in Europe and America, Chinese enterprises have less experience in overseas mergers and acquisitions, and have greater legal risks in overseas M & A projects. This paper takes the legal risk of overseas M & A of domestic enterprises as the research object, adopts the research method of combining theoretical research and empirical analysis, and classifies the legal risk of transnational M & A of Chinese enterprises on the basis of relevant theories. According to the legal risk before the merger and acquisition transaction, the legal risk in the business integration stage after the merger and acquisition transaction, the classification is carried out from the host country's examination and approval risk, the labor legal risk, the tax-related legal risk, the intellectual property legal risk, In the aspects of legal risk of domestic foreign exchange control, the manifestation and reasons of legal risk of overseas M & A of domestic enterprises are deeply analyzed. Finally, combined with the national conditions of our country, the characteristics of enterprises, This paper puts forward the countermeasures and suggestions to prevent and deal with the legal risk of transnational M & A of domestic enterprises, hoping to provide guidance for the overseas M & A behavior of domestic enterprises in both theory and practice, and to reduce the legal risk of overseas M & A of domestic enterprises.
【学位授予单位】：南昌大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：D922.295
本文编号：2374413
[Abstract]:With the acceleration of global integration, cross-border M & A has become an important mode for enterprises to expand their overseas business. After joining the WTO organization, Chinese enterprises also began to join the ranks of cross-border mergers and acquisitions. More and more domestic enterprises were involved in overseas mergers and acquisitions, and the territory gradually expanded. Lenovo Group acquired the notebook business of IBM Company. CIMC's acquisition of Dutch Borg Industries has attracted worldwide attention. It should be noted that domestic enterprises invest overseas, M & A is not a smooth, need to face risks and difficulties from different areas, legal risks are inevitable. Compared with the developed countries in Europe and America, Chinese enterprises have less experience in overseas mergers and acquisitions, and have greater legal risks in overseas M & A projects. This paper takes the legal risk of overseas M & A of domestic enterprises as the research object, adopts the research method of combining theoretical research and empirical analysis, and classifies the legal risk of transnational M & A of Chinese enterprises on the basis of relevant theories. According to the legal risk before the merger and acquisition transaction, the legal risk in the business integration stage after the merger and acquisition transaction, the classification is carried out from the host country's examination and approval risk, the labor legal risk, the tax-related legal risk, the intellectual property legal risk, In the aspects of legal risk of domestic foreign exchange control, the manifestation and reasons of legal risk of overseas M & A of domestic enterprises are deeply analyzed. Finally, combined with the national conditions of our country, the characteristics of enterprises, This paper puts forward the countermeasures and suggestions to prevent and deal with the legal risk of transnational M & A of domestic enterprises, hoping to provide guidance for the overseas M & A behavior of domestic enterprises in both theory and practice, and to reduce the legal risk of overseas M & A of domestic enterprises.
【学位授予单位】：南昌大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：D922.295
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