離岸公司并購境內(nèi)企業(yè)法律監(jiān)管問題研究
發(fā)布時間：2019-05-25 03:23
【摘要】：近些年,在我國實際利用外資的比例當中,有相當大一部分是來自于英屬維爾京群島、開曼群島等離岸國家和地區(qū)。據(jù)商務(wù)部的統(tǒng)計資料顯示,2009年1至6月在全國利用外商直接投資中,以實際投資金額計算,排名在前十的國家和地區(qū),有一半都是離岸地區(qū)。其中香港和英屬維爾京群島的投資額更是多年來一直穩(wěn)居榜首,來自開曼群島、薩摩亞和毛里求斯等地的投資額也在不斷增加�？梢�,來自離岸法域的投資已在我國的外商投資中占據(jù)了重要地位。而自20世紀90年代以來,并購成為外商直接投資(FDI)的主流模式,國際直接投資總量的80%都是通過并購?fù)瓿傻�。因�?離岸公司境內(nèi)并購成為我國當前外商投資中一個突出的法律現(xiàn)象。 諸多境內(nèi)外投資者選擇在離岸法域設(shè)立一個或多個離岸公司來并購我國境內(nèi)企業(yè)。此類并購行為在給我國帶來重大經(jīng)濟利益的同時,也對我國金融秩序的正常運行造成了極大的負面影響。目前,我國法律對離岸公司的并購行為引發(fā)的跨境資金流動尚且缺乏有效制約,法律監(jiān)管仍存有空白地帶。本文以離岸公司境內(nèi)并購的法律監(jiān)管為研究中心,重點討論了當前我國外資法、外匯、稅收等領(lǐng)域?qū)﹄x岸公司并購境內(nèi)企業(yè)監(jiān)管中存在的問題以及其他在離岸公司并購法律監(jiān)管中存在的制度缺陷,試圖就構(gòu)建我國離岸公司境內(nèi)并購法律監(jiān)管體系提出自己的建議。 本文的新穎之處有以下幾點： 第一,目前學(xué)術(shù)界對于離岸公司的研究多集中于國際避稅、返程投資等方面,本文是將離岸公司并購境內(nèi)企業(yè)作為一類特殊法律現(xiàn)象,從現(xiàn)象分析入手,探討其監(jiān)管問題；第二,文章對離岸公司境內(nèi)并購的運行方式進行了說明,尤其對境內(nèi)投資者利用離岸公司返程并購的模式進行了詳細說明；第三、文章對涉及離岸公司并購監(jiān)管的幾部主要法律規(guī)范進行了梳理,重點分析了外資法領(lǐng)域的《10號文》,外匯監(jiān)管領(lǐng)域的《75號文》、《19號文》,厘清了當前對離岸公司并購境內(nèi)企業(yè)的監(jiān)管體系；第四、對于離岸公司來華并購中最為關(guān)鍵的外資屬性認定問題進行了深入分析,從外國法人認定原則的到外資屬性的認定,層層遞進；第五、本文在相關(guān)監(jiān)管制度的構(gòu)建中從離岸公司的準入、關(guān)聯(lián)關(guān)系、國有資產(chǎn)保護、外匯監(jiān)測等方面構(gòu)建對離岸公司境內(nèi)并購的全方位監(jiān)管體系。 本文除開引言和結(jié)語,一共分為四部分。 第一部分是離岸公司并購境內(nèi)企業(yè)的運行背景、主要模式和正負面效應(yīng)評析。這一部分主要是對離岸公司及其并購行為的基本理論進行闡述。首先,本文從離岸公司的概念入手,介紹了離岸公司的基本法律特征,然后從我國公司法的視角,比較得出離岸公司所處的特殊法制環(huán)境及其制度優(yōu)勢。其次,本文對境內(nèi)外投資者利用離岸公司進行并購的原因進行了全面的分析,總結(jié)出以下原因：建立風(fēng)險隔離層,隔離責(zé)任風(fēng)險；提高投資流動性；規(guī)避投資者所在國及目標市場的政策壁壘和法律限制；進行稅收籌劃,降低經(jīng)營成本等。再次,本文將離岸公司并購境內(nèi)企業(yè)的現(xiàn)象分為境外投資者間接并購與境內(nèi)投資者返程并購兩類,并分別對其運行方式進行了介紹。在此基礎(chǔ)上,總結(jié)得出離岸公司并購境內(nèi)企業(yè)的正負面效應(yīng),為之后的監(jiān)管問題研究做鋪墊。 第二部分是我國對離岸公司并購境內(nèi)企業(yè)的法律監(jiān)管現(xiàn)狀及存在問題的分析。這一部分首先從當前的外資法、外匯管理、稅收等方面的監(jiān)管狀況演進和現(xiàn)行法律法規(guī)入手,厘清現(xiàn)行法律規(guī)范對離岸公司境內(nèi)并購行為的規(guī)制體系,并對相關(guān)規(guī)制重點進行詳細分析。然后在現(xiàn)狀分析的基礎(chǔ)上,結(jié)合我國當前實際,指出現(xiàn)有監(jiān)管規(guī)范中存在的問題主要包括：外資認定標準缺乏、監(jiān)管尚有缺口、關(guān)聯(lián)關(guān)系披露不實的責(zé)任承擔(dān)機制欠缺以及外資激勵政策成本過高等。在現(xiàn)存問題的評析過程中,筆者還通過對國際私法中外國法人認定原則、國際投資法中國民待遇原則等進行制度分析,指出了現(xiàn)有監(jiān)管體系中的根源性問題,為后文的制度構(gòu)建建議的提出提供了有力的理論依據(jù)。 第三部分是域外對離岸公司跨國并購的法律監(jiān)管。這部分內(nèi)容包括國際組織對離岸金融中心的監(jiān)管、離岸金融中心對離岸公司的監(jiān)管和其他主要國家對離岸公司并購的監(jiān)管。通過這一章的介紹,旨在展現(xiàn)當今國際社會對離岸公司并購活動的監(jiān)管水平和主要國家對離岸公司投資監(jiān)管的先進經(jīng)驗,為下文構(gòu)建我國離岸公司并購法律監(jiān)管制度打下伏筆。 第四部分是我國離岸公司并購法律監(jiān)管制度的構(gòu)建,主要是為完善我國離岸公司并購法律監(jiān)管提出了若干建議。筆者在此部分的建議提出與前文中的現(xiàn)存監(jiān)管問題相對應(yīng),并適當借鑒第三部分中的域外經(jīng)驗來構(gòu)建我國對離岸公司并購境內(nèi)企業(yè)的監(jiān)管體系。具體的建議包括,完善現(xiàn)行相關(guān)部門法規(guī)范、建立離岸公司與境內(nèi)關(guān)聯(lián)企業(yè)的特別監(jiān)管制度、構(gòu)建外匯統(tǒng)計監(jiān)測體系、逐步取消外資超國民待遇、完善我國境內(nèi)資產(chǎn)保護法律制度以及加強國際交流與合作。其中部門法規(guī)范的完善包含了對《10號文》、《75號文》等法律文件中不足之處的彌補,以及對公司法、稅法中相關(guān)規(guī)定的擴展適用；對關(guān)聯(lián)交易的監(jiān)管則是從稅收與金融兩方面提出建議,旨在盡量減少關(guān)聯(lián)交易的發(fā)生；外匯統(tǒng)計監(jiān)測制度的建立主要是針對離岸公司并購過程中資本跨境流動引發(fā)的問題進行有效預(yù)防；外資超國民待遇的逐步取消及境內(nèi)資本市場法律制度的完善則是致力于為內(nèi)外資企業(yè)提供一個良好的競爭環(huán)境與投資環(huán)境,從根源上入手削弱投資者利用離岸公司來華并購的動機,確保我國外資引入及利用情況的良性發(fā)展。最后提出鑒于離岸公司的國際性特征,我國在對離岸公司并購活動進行監(jiān)管時應(yīng)該加強國際交流與合作,尤其在稅收與金融方面的信息交換平臺的搭建,對于離岸公司并購活動的監(jiān)管意義重大。 縱觀全文,筆者認為我國在對離岸公司并購的法律監(jiān)管過程中,應(yīng)該注重以下兩個觀念的引入：其一,離岸公司并購境內(nèi)企業(yè)的特別之處在于離岸公司本身的離岸性質(zhì),離岸公司在并購中實際是投融資工具,由不同主體控制的不同目的的離岸公司并購,所產(chǎn)生的效應(yīng)有所不同。因此對離岸公司并購境內(nèi)企業(yè)這一法律現(xiàn)象進行分類是十分必要的。對此,筆者建議對離岸公司境內(nèi)并購進行兩個層面的劃分：首先根據(jù)并購活動實際控制人的不同分為境外投資者間接并購與境內(nèi)投資者返程并購兩種,然后進一步根據(jù)離岸公司與被并購企業(yè)是否存在關(guān)聯(lián)關(guān)系將返程并購分為關(guān)聯(lián)并購與非關(guān)聯(lián)并購兩種。對不同類型施以不同的規(guī)制重點。其二,離岸公司并購境內(nèi)企業(yè)兼具積極效應(yīng)與消極效應(yīng),尤其在當前我國仍需大量外資引進的情況下,對離岸公司境內(nèi)并購更是不能一味的管制,抑制其積極效應(yīng)的產(chǎn)生。當然,不可否認的是,筆者的上述拙見多為理論上的構(gòu)想,實踐中仍存在諸多短期內(nèi)難以克服的障礙。實務(wù)操作經(jīng)驗匱乏是本文創(chuàng)作過程中的最大瓶頸,也正因為如此筆者最終選擇立足現(xiàn)有監(jiān)管體系,提出更加全面具體的監(jiān)管措施,為離岸公司境內(nèi)并購這一法律現(xiàn)象的監(jiān)管起到拋磚引玉的作用。 本文至少具有以下幾個方面的參考意義： 其一,離岸公司并購境內(nèi)企業(yè)作為一種特殊的法律現(xiàn)象,應(yīng)該受到重視,無論是作為并購中的資本流入國,還是返程并購的資本流出國,中國都應(yīng)當根據(jù)自身的監(jiān)管目標配置監(jiān)管權(quán)力,做到監(jiān)管合理、有效。其二,應(yīng)當完善關(guān)于外資的認定標準與審查制度。針對那些來自離岸法域的特殊交易主體,可以考慮在信息披露、公司治理等方面做出較為嚴格的規(guī)定。其三,我國可以從完善資本市場法律監(jiān)管制度與平衡內(nèi)外資待遇方面著手,建立起一個穩(wěn)定的、良性競爭的環(huán)境,在保證投資者對華投資積極性的同時,從根本上削弱投資者將離岸公司運用到跨境并購中的動機�？偟膩碚f,筆者希望通過本文的創(chuàng)作引起學(xué)界對離岸公司并購境內(nèi)企業(yè)這一現(xiàn)象的重視,并通過更加深入細致的研究,為離岸公司并購的實務(wù)操作產(chǎn)生更大的指導(dǎo)意義。
[Abstract]:In recent years, in the proportion of the actual utilization of foreign capital in our country, there are quite a large part of the offshore countries and regions from the British Virgin Islands and the Cayman Islands. According to the statistics of the Ministry of Commerce, in January to June of 2009, foreign direct investment is used in the whole country, and the actual investment amount is calculated, ranking in the first ten countries and regions, and half of them are in the offshore area. The investment in Hong Kong and the British Virgin Islands has been at the top of the year, and the investment in the Cayman Islands, Samoa and Mauritius is increasing. It can be seen that the investment from the offshore jurisdiction has played an important role in the foreign investment of our country. Since the 1990s, M & A has become the mainstream model of foreign direct investment (FDI), and 80% of the total international direct investment is completed through M & A. Therefore, the M & A in the offshore company has become a prominent legal phenomenon in China's current foreign investment. Many domestic and foreign investors choose to set up one or more offshore companies in the offshore jurisdiction to merge the domestic enterprises This kind of M & A behavior has brought great economic benefits to our country, and it also has a great negative effect on the normal operation of the financial order in our country At present, the cross-border capital flow caused by the merger and acquisition of offshore companies is still lack of effective restriction, and the legal supervision is still blank. With the legal supervision of the M & A in the offshore companies as the research center, this paper focuses on the problems existing in the foreign investment law, foreign exchange and taxation in China, and other problems existing in the legal supervision of the merger and acquisition of the offshore companies. On the Construction of the Legal Supervision System of the Mergers and Acquisitions in China's Offshore Companies The novelty of this paper is that The following points: First, the research of offshore companies is more focused on the aspects of international tax avoidance, return investment and so on. In this paper, the enterprises of offshore companies as a kind of special legal phenomenon, starting from the analysis of the phenomenon, are discussed. Second, the article explains the mode of operation of the M & A in the offshore company, especially the mode of the domestic investor using the offshore company to return to the M & A, and the third, the article has a few main legal norms related to the M & A regulation of the offshore company. In this paper, the paper focuses on the analysis of the <10 of the field of foreign investment law, the <75 of the field of foreign exchange supervision, and the number <19. It also clarifies the current supervision of the enterprises in the M & A of the offshore companies. The fourth is the analysis of the most critical foreign-capital attribute identification problem in the M & A of the offshore company, the recognition of the foreign-funded property from the foreign legal person's recognition principle, and the step-by-step; and the fifth, this article from the offshore company's access in the construction of the related supervision system Construction of the whole party to the M & A in the offshore company in terms of relationship, state-owned assets protection, foreign exchange monitoring, etc. In addition to the introduction and the conclusion, It is divided into four parts. The first part is the background of the operation of the enterprise in the M & A of the offshore company, and the main model The analysis of the positive and negative effects. This part is mainly about the offshore companies and their mergers and acquisitions. First of all, this paper starts with the concept of the offshore company, introduces the basic legal characteristic of the offshore company, and then compares the special law of the offshore company from the perspective of the company law of our country. Secondly, this paper makes a comprehensive analysis of the reasons for the merger and acquisition of domestic and foreign investors by using the offshore companies, and summarizes the following reasons: the establishment of the risk isolation layer, the risk of isolation responsibility, the improvement of the investment liquidity, the avoidance of the investor host country and the target market. Policy barriers and legal restrictions; tax funding In this paper, the phenomenon of merger and acquisition of offshore companies is divided into two categories: the indirect M & A of overseas investors and the return of domestic investors, The paper introduces the mode of operation. On the basis of this, the negative effects of the enterprises in the M & A of the offshore company are summarized. The second part is the legal supervision of the enterprises in the merger and acquisition of offshore companies. The present situation and the existing problems are analyzed. This part first begins with the current regulation of foreign investment law, foreign exchange management and taxation, and the current laws and regulations. On the basis of the analysis of the present situation, the paper points out that the problems existing in the existing regulations include: the lack of the standard of foreign investment, the gap between the supervision and the lack of the mechanism of the disclosure of the related relations. In the course of the analysis of the existing problems, the author also points out the existing principle of foreign legal person in private international law, the principle of national treatment in international investment law and so on. The root-source problem in the system of supervision and the suggestion for the construction of the later system The third part is the extraterritoriality. The legal regulation of the cross-border M & A of the offshore company, which includes the regulation of the offshore financial center by the international organization, the supervision of the offshore financial center and the other major of the offshore financial center. The purpose of this chapter is to present the current international community's supervision on the merger and acquisition of offshore companies and the advanced experience of the major countries in the investment supervision of the offshore companies. The fourth part is the construction of the legal supervision system of the merger and acquisition of China's offshore companies, which is mainly to improve the offshoring of our country. In this part, the author puts forward some suggestions on the supervision of the merger and acquisition of the company. In this part, the author puts forward the corresponding countermeasures to the existing regulatory problems in the previous text, and gives due reference to the outside experience in the third part to build our country. The specific suggestions include the improvement of the existing relevant department law, the establishment of the special supervision system of the offshore company and the domestic affiliated enterprises, the construction of the foreign exchange statistical monitoring system, the gradual elimination of the super national treatment of foreign capital, and the improvement of the protection of the assets in China The legal system and the strengthening of international exchange and cooperation. The improvement of the rules of department law includes the remedy of the deficiencies in the legal documents such as the No.10 and the No.75, as well as the extension and application of the relevant provisions in the Company Law and the Tax Law; and the supervision of the related transactions It is proposed to minimize the occurrence of related transactions from the aspects of taxation and finance, and the establishment of the foreign exchange statistical monitoring system is mainly aimed at the capital of the offshore companies. The problem of cross-border flow is effectively prevented; the gradual elimination of the super-national treatment of foreign capital and the perfection of the legal system of domestic capital market are to provide a good competitive environment and investment environment for the domestic and foreign-owned enterprises, and to weaken the investment from the root The investor uses the motives of the offshore companies to come to China to make sure that I In the light of the international character of the offshore company, the international exchange and cooperation should be strengthened, especially in the construction of the information exchange platform in the aspects of tax and finance. In the paper, the author thinks that in the process of the legal supervision of the M & A of the offshore company, the author thinks that in the process of the legal supervision of the merger of the offshore company, the author should pay attention to the introduction of the following two concepts: first, the offshore company's acquisition of domestic enterprises The particularity lies in the offshore nature of the offshore company, and the offshore company is actually the investment and financing tool in the M & A, which is controlled by different subjects. The effect of the M & A of the offshore company is different, so the offshore company's acquisition and acquisition of the enterprise It is very necessary to classify the legal phenomenon in the industry. In this regard, the author suggests that the two levels of the M & A in the offshore company should be divided: first, according to the actual control of the M & A activities, it is divided into the overseas investment The indirect M & A of the person and the domestic investor's return and acquisition are two, and then the relationship between the offshore company and the acquired enterprise will be returned. The M & A is divided into related M & A and non-associated M & A In addition, the merger of offshore companies has both positive and negative effects, especially in the case of a large number of foreign investment in our country, and the merger and acquisition of offshore companies is not It is undeniable that the above-mentioned problems of the author are mostly theoretical and practical. There are still many obstacles that can't be overcome in the short term. The lack of practical experience is the biggest bottleneck in the process of this paper. The regulation of a legal phenomenon plays the role of throwing a brick. The paper has at least the reference significance of the following aspects: first, the offshore company's merger and acquisition of domestic enterprises as a special legal phenomenon, should be paid attention to, whether it is and The capital flows into the country, or the capital outflow country of the return to the merger and acquisition, China should be based on its own The regulatory authority of the regulatory target shall be configured to ensure that the supervision is reasonable and effective. Second, it is necessary to improve the standard and system of the identification of foreign capital. For those special transaction bodies from the offshore jurisdiction, it can be considered Third, China can set up a stable and benign competition from the aspects of perfecting the legal supervision system of the capital market and balancing the treatment of foreign capital. The competition environment, while ensuring the investor's enthusiasm for the investment to China, is fundamentally In general, the author hopes to pay more attention to the phenomenon of offshore companies'M & A by the creation of this paper, and through a more intensive study,
【學(xué)位授予單位】：西南財經(jīng)大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2013
【分類號】：D922.295
本文編號：2485448
[Abstract]:In recent years, in the proportion of the actual utilization of foreign capital in our country, there are quite a large part of the offshore countries and regions from the British Virgin Islands and the Cayman Islands. According to the statistics of the Ministry of Commerce, in January to June of 2009, foreign direct investment is used in the whole country, and the actual investment amount is calculated, ranking in the first ten countries and regions, and half of them are in the offshore area. The investment in Hong Kong and the British Virgin Islands has been at the top of the year, and the investment in the Cayman Islands, Samoa and Mauritius is increasing. It can be seen that the investment from the offshore jurisdiction has played an important role in the foreign investment of our country. Since the 1990s, M & A has become the mainstream model of foreign direct investment (FDI), and 80% of the total international direct investment is completed through M & A. Therefore, the M & A in the offshore company has become a prominent legal phenomenon in China's current foreign investment. Many domestic and foreign investors choose to set up one or more offshore companies in the offshore jurisdiction to merge the domestic enterprises This kind of M & A behavior has brought great economic benefits to our country, and it also has a great negative effect on the normal operation of the financial order in our country At present, the cross-border capital flow caused by the merger and acquisition of offshore companies is still lack of effective restriction, and the legal supervision is still blank. With the legal supervision of the M & A in the offshore companies as the research center, this paper focuses on the problems existing in the foreign investment law, foreign exchange and taxation in China, and other problems existing in the legal supervision of the merger and acquisition of the offshore companies. On the Construction of the Legal Supervision System of the Mergers and Acquisitions in China's Offshore Companies The novelty of this paper is that The following points: First, the research of offshore companies is more focused on the aspects of international tax avoidance, return investment and so on. In this paper, the enterprises of offshore companies as a kind of special legal phenomenon, starting from the analysis of the phenomenon, are discussed. Second, the article explains the mode of operation of the M & A in the offshore company, especially the mode of the domestic investor using the offshore company to return to the M & A, and the third, the article has a few main legal norms related to the M & A regulation of the offshore company. In this paper, the paper focuses on the analysis of the <10 of the field of foreign investment law, the <75 of the field of foreign exchange supervision, and the number <19. It also clarifies the current supervision of the enterprises in the M & A of the offshore companies. The fourth is the analysis of the most critical foreign-capital attribute identification problem in the M & A of the offshore company, the recognition of the foreign-funded property from the foreign legal person's recognition principle, and the step-by-step; and the fifth, this article from the offshore company's access in the construction of the related supervision system Construction of the whole party to the M & A in the offshore company in terms of relationship, state-owned assets protection, foreign exchange monitoring, etc. In addition to the introduction and the conclusion, It is divided into four parts. The first part is the background of the operation of the enterprise in the M & A of the offshore company, and the main model The analysis of the positive and negative effects. This part is mainly about the offshore companies and their mergers and acquisitions. First of all, this paper starts with the concept of the offshore company, introduces the basic legal characteristic of the offshore company, and then compares the special law of the offshore company from the perspective of the company law of our country. Secondly, this paper makes a comprehensive analysis of the reasons for the merger and acquisition of domestic and foreign investors by using the offshore companies, and summarizes the following reasons: the establishment of the risk isolation layer, the risk of isolation responsibility, the improvement of the investment liquidity, the avoidance of the investor host country and the target market. Policy barriers and legal restrictions; tax funding In this paper, the phenomenon of merger and acquisition of offshore companies is divided into two categories: the indirect M & A of overseas investors and the return of domestic investors, The paper introduces the mode of operation. On the basis of this, the negative effects of the enterprises in the M & A of the offshore company are summarized. The second part is the legal supervision of the enterprises in the merger and acquisition of offshore companies. The present situation and the existing problems are analyzed. This part first begins with the current regulation of foreign investment law, foreign exchange management and taxation, and the current laws and regulations. On the basis of the analysis of the present situation, the paper points out that the problems existing in the existing regulations include: the lack of the standard of foreign investment, the gap between the supervision and the lack of the mechanism of the disclosure of the related relations. In the course of the analysis of the existing problems, the author also points out the existing principle of foreign legal person in private international law, the principle of national treatment in international investment law and so on. The root-source problem in the system of supervision and the suggestion for the construction of the later system The third part is the extraterritoriality. The legal regulation of the cross-border M & A of the offshore company, which includes the regulation of the offshore financial center by the international organization, the supervision of the offshore financial center and the other major of the offshore financial center. The purpose of this chapter is to present the current international community's supervision on the merger and acquisition of offshore companies and the advanced experience of the major countries in the investment supervision of the offshore companies. The fourth part is the construction of the legal supervision system of the merger and acquisition of China's offshore companies, which is mainly to improve the offshoring of our country. In this part, the author puts forward some suggestions on the supervision of the merger and acquisition of the company. In this part, the author puts forward the corresponding countermeasures to the existing regulatory problems in the previous text, and gives due reference to the outside experience in the third part to build our country. The specific suggestions include the improvement of the existing relevant department law, the establishment of the special supervision system of the offshore company and the domestic affiliated enterprises, the construction of the foreign exchange statistical monitoring system, the gradual elimination of the super national treatment of foreign capital, and the improvement of the protection of the assets in China The legal system and the strengthening of international exchange and cooperation. The improvement of the rules of department law includes the remedy of the deficiencies in the legal documents such as the No.10 and the No.75, as well as the extension and application of the relevant provisions in the Company Law and the Tax Law; and the supervision of the related transactions It is proposed to minimize the occurrence of related transactions from the aspects of taxation and finance, and the establishment of the foreign exchange statistical monitoring system is mainly aimed at the capital of the offshore companies. The problem of cross-border flow is effectively prevented; the gradual elimination of the super-national treatment of foreign capital and the perfection of the legal system of domestic capital market are to provide a good competitive environment and investment environment for the domestic and foreign-owned enterprises, and to weaken the investment from the root The investor uses the motives of the offshore companies to come to China to make sure that I In the light of the international character of the offshore company, the international exchange and cooperation should be strengthened, especially in the construction of the information exchange platform in the aspects of tax and finance. In the paper, the author thinks that in the process of the legal supervision of the M & A of the offshore company, the author thinks that in the process of the legal supervision of the merger of the offshore company, the author should pay attention to the introduction of the following two concepts: first, the offshore company's acquisition of domestic enterprises The particularity lies in the offshore nature of the offshore company, and the offshore company is actually the investment and financing tool in the M & A, which is controlled by different subjects. The effect of the M & A of the offshore company is different, so the offshore company's acquisition and acquisition of the enterprise It is very necessary to classify the legal phenomenon in the industry. In this regard, the author suggests that the two levels of the M & A in the offshore company should be divided: first, according to the actual control of the M & A activities, it is divided into the overseas investment The indirect M & A of the person and the domestic investor's return and acquisition are two, and then the relationship between the offshore company and the acquired enterprise will be returned. The M & A is divided into related M & A and non-associated M & A In addition, the merger of offshore companies has both positive and negative effects, especially in the case of a large number of foreign investment in our country, and the merger and acquisition of offshore companies is not It is undeniable that the above-mentioned problems of the author are mostly theoretical and practical. There are still many obstacles that can't be overcome in the short term. The lack of practical experience is the biggest bottleneck in the process of this paper. The regulation of a legal phenomenon plays the role of throwing a brick. The paper has at least the reference significance of the following aspects: first, the offshore company's merger and acquisition of domestic enterprises as a special legal phenomenon, should be paid attention to, whether it is and The capital flows into the country, or the capital outflow country of the return to the merger and acquisition, China should be based on its own The regulatory authority of the regulatory target shall be configured to ensure that the supervision is reasonable and effective. Second, it is necessary to improve the standard and system of the identification of foreign capital. For those special transaction bodies from the offshore jurisdiction, it can be considered Third, China can set up a stable and benign competition from the aspects of perfecting the legal supervision system of the capital market and balancing the treatment of foreign capital. The competition environment, while ensuring the investor's enthusiasm for the investment to China, is fundamentally In general, the author hopes to pay more attention to the phenomenon of offshore companies'M & A by the creation of this paper, and through a more intensive study,
【學(xué)位授予單位】：西南財經(jīng)大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2013
【分類號】：D922.295
【參考文獻】
相關(guān)期刊論文 前10條
1 王剛,虞磊珉;海外離岸公司的實踐應(yīng)用與法律監(jiān)管趨勢[J];對外經(jīng)貿(mào)實務(wù);2005年01期
2 于苔納;;論我國外資并購監(jiān)測預(yù)警機制的法律構(gòu)建[J];法制與經(jīng)濟;2006年02期
3 王龍;王宏平;;離岸公司法與中國公司法的比較[J];法制與社會;2007年12期
4 薛媛;;論我國外資并購中的國民待遇問題[J];法制與社會;2008年09期
5 王毅;;外資并購之外國投資者辨析[J];法制與社會;2010年33期
6 沈光朗;宋亮華;;我國離岸金融發(fā)展和監(jiān)管問題研究[J];國際金融研究;2005年12期
7 梅新育;打破黑洞——離岸金融中心及其對華投資問題探析[J];國際貿(mào)易;2004年07期
8 洪霞;;淺析我國對跨國并購的應(yīng)對措施[J];法制與社會;2013年01期
9 林昊;離岸公司的運用及相關(guān)法律問題[J];時代法學(xué);2004年01期
10 羅國強;;離岸金融監(jiān)管法制構(gòu)建中的基本原則與模式[J];廣東金融學(xué)院學(xué)報;2010年02期
，本文編號：2485448
本文鏈接：http://sikaile.net/falvlunwen/gongsifalunwen/2485448.html
