中美外资并购国家安全审查制度研究
发布时间：2018-07-21 14:53
【摘要】：本文借由2011年我国国务院办公厅和商务部先后公布的《国务院办公厅关于建立外国投资者并购境内企业安全审查制度的通知》和《商务部实施外国投资者并购境内企业安全审查制度的规定》，通过对中国外资并购立法的阐述和由《国务院办公厅关于建立外国投资者并购境内企业安全审查制度的通知》和《商务部实施外国投资者并购境内企业安全审查制度的规定》而初步建立起来的中国外资并购安全审查制度的详细论述，，结合对世界最早同时也是最完善的外资并购安全审查立法的国家——美国外资并购安全审查制度的阐述，通过对二者进行立法和制度上的对比，来得出中国外资并购安全审查制度的不足，进而为中国外资并购安全审查制度的进一步发展和完善提出建议。本文共三个部分，具体内容概述为： 本文第一章主要包含两大部分的内容。首先，通过对中国外资并购国家安全审查制度相关立法沿革和内容的阐述、中国外资并购中“国家安全”的定义的产生和发展的介绍，以及近来国家颁布的一系列旨在规定外国投资者并购境内企业安全审查制度的通知和规定的详细陈述，来对中国外资并购安全审查的立法规定做一个较全面的介绍，从而展现出我国在外资并购国家安全审查方面的立法情况和立法现状。再者，通过对《国务院办公厅关于建立外国投资者并购境内企业安全审查制度的通知》和《商务部实施外国投资者并购境内企业安全审查制度的规定》的详细阐述，介绍了中国外资并购国家安全审查制度的初步建立情况，并详细阐述和分析了该制度的具体内容，并对其进行了评价。 第二章分析了美国外资并购国家安全审查制度的立法成果，对美国外资并购国家安全审查制度的法律渊源做了深入全面的分析，并详尽介绍了美国外资并购安全审查制度的具体内容，展示了美国在外资并购国家安全审查上的完善制度，同时也对其制度进行了评价。 第三章首先从立法和制度两个层面对中美外资并购国家安全审查制度进行了对比论述，得出我国外资并购国家安全审查制度相较于美国的异同点及不完备之处，然后分别从立法层次的提高、具体实施条例的制定以及具体内容的完善这三个大的方面来对中国外资并购国家安全审查制度发展和完善提出立法建议。
[Abstract]:This article refers to the Circular of the General Office of the State Council on establishing the Safety Review system for domestic Enterprises merger and acquisition of Foreign investors promulgated successively by the General Office of the State Council and the Ministry of Commerce of China in 2011, and the implementation of M & A by Foreign investors by the Ministry of Commerce Regulations on the domestic Enterprise Safety Review system. "through the elaboration of China's legislation on foreign capital mergers and acquisitions and the notice of the General Office of the State Council on the establishment of a security review system for foreign investors in mergers and acquisitions of domestic enterprises" and the "Ministry of Commerce to implement foreign countries". Regulations on the Safety Review system for domestic Enterprises by investors "A detailed discussion on the Safety Review system for Foreign M & A in China, which was initially established, Combined with the elaboration of the security review system of foreign capital mergers and acquisitions in the United States, which is the earliest and most perfect foreign capital merger and acquisition security review legislation in the world, through the legislative and institutional comparison between the two, In order to obtain the shortcomings of the security review system of foreign capital M & A in China, and then put forward some suggestions for the further development and improvement of the security review system of foreign capital mergers and acquisitions in China. This article has three parts, the specific content is summarized as follows: the first chapter of this paper mainly contains two parts of the content. First of all, the introduction of the definition of "national security" in China's foreign M & A through the introduction of the legislative evolution and content of the national security review system of foreign capital mergers and acquisitions in China, and the introduction of the development of the definition of "national security" in China's foreign capital mergers and acquisitions. As well as a series of notices and detailed statements recently issued by the state aimed at regulating the safety review system for foreign investors in mergers and acquisitions of domestic enterprises, to make a more comprehensive introduction to the legislative provisions of the security review of foreign mergers and acquisitions in China. Thus, it shows the legislative situation and current situation of our country in the aspect of national security review of foreign capital merger and acquisition. Furthermore, through the detailed elaboration of the Circular of the General Office of the State Council on establishing the Safety Review system for domestic Enterprises merger and acquisition by Foreign investors and the provisions of the Ministry of Commerce on the implementation of the Safety Review system for domestic Enterprises merged by Foreign investors, This paper introduces the preliminary establishment of the national security review system for foreign capital mergers and acquisitions in China, and expounds and analyzes the concrete contents of the system in detail, and evaluates it. The second chapter analyzes the legislative achievements of the national security review system of foreign capital mergers and acquisitions in the United States, and makes a thorough and comprehensive analysis of the legal sources of the national security review system of foreign capital mergers and acquisitions in the United States. It also introduces in detail the specific contents of the security review system of foreign capital mergers and acquisitions in the United States, and shows the perfect system of the national security review of foreign capital mergers and acquisitions in the United States. At the same time, it also evaluates the security review system of foreign capital mergers and acquisitions. The third chapter firstly compares the national security review system of foreign capital M & A between China and the United States from the two aspects of legislation and system, and points out the similarities and differences and imperfections of the national security review system of foreign capital mergers and acquisitions compared with that of the United States. Then from the legislative level to improve the specific implementation of regulations and the specific content of the three major aspects of China's foreign M & A national security review system development and improvement of legislative recommendations.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2012
【分类号】：D996;F832.6;F271
本文编号：2135883
[Abstract]:This article refers to the Circular of the General Office of the State Council on establishing the Safety Review system for domestic Enterprises merger and acquisition of Foreign investors promulgated successively by the General Office of the State Council and the Ministry of Commerce of China in 2011, and the implementation of M & A by Foreign investors by the Ministry of Commerce Regulations on the domestic Enterprise Safety Review system. "through the elaboration of China's legislation on foreign capital mergers and acquisitions and the notice of the General Office of the State Council on the establishment of a security review system for foreign investors in mergers and acquisitions of domestic enterprises" and the "Ministry of Commerce to implement foreign countries". Regulations on the Safety Review system for domestic Enterprises by investors "A detailed discussion on the Safety Review system for Foreign M & A in China, which was initially established, Combined with the elaboration of the security review system of foreign capital mergers and acquisitions in the United States, which is the earliest and most perfect foreign capital merger and acquisition security review legislation in the world, through the legislative and institutional comparison between the two, In order to obtain the shortcomings of the security review system of foreign capital M & A in China, and then put forward some suggestions for the further development and improvement of the security review system of foreign capital mergers and acquisitions in China. This article has three parts, the specific content is summarized as follows: the first chapter of this paper mainly contains two parts of the content. First of all, the introduction of the definition of "national security" in China's foreign M & A through the introduction of the legislative evolution and content of the national security review system of foreign capital mergers and acquisitions in China, and the introduction of the development of the definition of "national security" in China's foreign capital mergers and acquisitions. As well as a series of notices and detailed statements recently issued by the state aimed at regulating the safety review system for foreign investors in mergers and acquisitions of domestic enterprises, to make a more comprehensive introduction to the legislative provisions of the security review of foreign mergers and acquisitions in China. Thus, it shows the legislative situation and current situation of our country in the aspect of national security review of foreign capital merger and acquisition. Furthermore, through the detailed elaboration of the Circular of the General Office of the State Council on establishing the Safety Review system for domestic Enterprises merger and acquisition by Foreign investors and the provisions of the Ministry of Commerce on the implementation of the Safety Review system for domestic Enterprises merged by Foreign investors, This paper introduces the preliminary establishment of the national security review system for foreign capital mergers and acquisitions in China, and expounds and analyzes the concrete contents of the system in detail, and evaluates it. The second chapter analyzes the legislative achievements of the national security review system of foreign capital mergers and acquisitions in the United States, and makes a thorough and comprehensive analysis of the legal sources of the national security review system of foreign capital mergers and acquisitions in the United States. It also introduces in detail the specific contents of the security review system of foreign capital mergers and acquisitions in the United States, and shows the perfect system of the national security review of foreign capital mergers and acquisitions in the United States. At the same time, it also evaluates the security review system of foreign capital mergers and acquisitions. The third chapter firstly compares the national security review system of foreign capital M & A between China and the United States from the two aspects of legislation and system, and points out the similarities and differences and imperfections of the national security review system of foreign capital mergers and acquisitions compared with that of the United States. Then from the legislative level to improve the specific implementation of regulations and the specific content of the three major aspects of China's foreign M & A national security review system development and improvement of legislative recommendations.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2012
【分类号】：D996;F832.6;F271
【引证文献】
相关硕士学位论文 前1条
1 赵文静;论外资并购与国家经济安全审查[D];上海师范大学;2013年
本文编号：2135883
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