외국투자자 중국기업 M&A 관련 법제도 연구

Abstract

This article analyzed China’s substantive and procedural rules applicable to the merger and acquisition (M&A) by a foreign investor of a Chinese company. Since the early 1980s when China embarked on the opening of external policy, the government has actively promoted foreign direct investments (FDIs) and been very successful in attracting FDIs. While the FDIs continued to flow onto the Chinese market, foreign investors dealing with indirect investment started to acquire and merge with Chinese companies in the early 1990s. Since 2000, M&A cases have showed a rapidly developing tendency. While China's FDI law system was basically established, there was a substantial lack of disciplines concerning M&A. Accordingly, the Chinese government enacted several M&A laws and regulations from 1995 to 2007. Despite existing limitations, these rules allow M&A by foreign investors in most industrial sectors. Nevertheless, the M&A legal system has some shortcomings, such as e.g. the low level of a legislative organ, and a disordered legislative system. Therefore, the M&A legal system in China needs appropriate improvements.