中国企业跨国并购中存在的法律风险

Abstract

There are much difficulty in transnational M&A, the scale of Chinese enterprises’ M&A was increasing from 2004 to 2014. It has increased from $1.3 billion in 2004 to $26.1 billion in 2014.In the same time, the success rate of our country enterprises’ transnational M&A is still in a low level. Legal risk is the main obstacle to the transnational M&A. The anti-merger clauses in the company’s articles of association, as well as the protection of small and medium shareholders,will have a significant impact in transnational M&A.The Company Law of US, Germany, Japan and other developed countries grants the company's articles of association of high autonomy rights. It allows companies to add the “Voting restrictions clause”, “Staggered Board Provision”, “Golden parachutes” and other anti-merger clauses to their articles. But the rules of such anti-merger clauses in Company Law of China are different from the developed countries. The difference is the cause of the current low success rate. This article analyzes the possible legal risks in transnational M&A from the analysis of cases and perspective of comparative law. This article also gives some suggestions to the Company Law of China with reference to foreign legislation.