投资中国外资并购法律实务指南

出版时间：2007-3  出版社：法律出版社  作者：黎作恒  页数：344  
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内容概要

　　Invest in　China：A Practica0　Legao　Guide to　Mergers and Acquisitions approaches the very complex Subiect of cross-border M&A transactions primarily from the perspective of foreign investors, and focuses on inbound acquisitioas carried out by foreign acquirers and domestic Chinese enterprises in China’s mainland.　　lt provides a well-structured overview of the M&A legal framework and selective discussions on those important legal aspects which are essential to be generaoo Understood by foreign investors and their advisors，such as project managers　　lawyers，unvestment bankers and private equity fund managers．The latest versions of the most significant national laws anddepartmental rules applicable to M&A deals are introduced in thebook．　　The book covers those critical legal topics most frequently encountered by M&A dealmakers,e.g.forms of transactions,industrial policies,due diligence,taxation,foreign exchange,state-owned assets,economic security,antitrust,approval procedures and major documents to be submitted. Advice on resolutions of some representative M&A issues is given in a practical manner.

书籍目录

About the AuthorPrefaceTable of AbbreviationsReferred to in the BookChapter 1 Types of M&A Available in China1-1．M&A Defined1-2．Types of Foreign Investment Generally1-3．Types of M&A Available1-4．Two Special M&A Targets．in ChinaA．State-owned Enterprises（“SOEs”）B．Listed Companies1-5．The NDRC Document on Foreign Investment1-6．National Economic Security and AntitrustA．National Economic SecurityB．AntitrustAn Additional NoteChapter 2 Legal Framework for M&A in General2-1．National LawsA．The Constitution of the People is Republic of ChinaB．National Foreign Investment Laws 27C．Other National Laws Relating to M&A 282-2．Major Departmental Rules Relating to M&AA．General ProvisionsB．Takeovers of Listed CompaniesC．Acquisitions of SOEsD．Registered Capital and Total Investment in FIES and M&AE．Percentage of Foreign-invested EquityAn Additional NoteChapter 3 Concerned Governmental Bodies and Their Regulatory Functions3-1．Ministry of commerce（“MOFCOM”）3-2．China Securities Regulatory Commission（“CSRC”）3-3．State Administration of Foreign Exchange（“SAFE”）3-4．stare Administration for Industry and Commerce（“SAIC”）3-5．National Development and Reform Commission （“NDRC”）3-6．Stare-owned Assets Supervision and Administration Commission（“SASAC”）3-7．State Administration of Taxation （“SAT”）3-8．Ministry of Finance（“MOF”）An Additional NoteChapter4 China is WTO Accession and Industrial PoliciesChapter5 Means of Consideration and Investment VehiclesChapter6 Taxation and Foreign Exchange in GeneralChapter7 Preliminary Agreements and Due DiligenceChapter8 Takeovers of Listed Companies （PartⅠ）Chapter9 Takeover of Listed Company（PartⅡ）Chapter10 Acquisitions of Non-listed CompaniesChapter11 State-owned Property and Employment IssuesAppendixRe4enences