- 作 者： Donald H. Beskind, Anthony J. Bocchino , Oliver Jones , Chen, M , Scragg, R; Taylor, L; Dorset, S; Scragg, J; S , Taylor, G , Stéphane Beaulac , Jay Brecher, B.A., LL.B. , Tracey M. Bailey, B.A., LL.B. & Nola M. Ries , Jeffery Wilson , Vern Krishna CM, Q.C., F.R.S.C., LL.M., DCL, , Kevin P. McGuinness, LL.B., LL.M., S.J.D. , Esther L. Lenkinski, B.A., LL.B., & Alexandra , Hamish C. Stewart, B.A., Ph.D. (Econ.)(Harvar , Milton Davis, B.A., LL.B., Catherine Morin, B
- 出版时间：
- 语 言： 中英对照
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目录
- ACKNOWLEDGMENTS
- PREFACE
- Part I Introduction
- Part II Context for Considering Cross-Border Mergers & Acquisitions in China
- Chapter 1 Overview of Foreign Direct Investment in China
- Chapter 2 Status Quo of M&A in China
- Part III An Overview of Legal and Regulatory Framework
- Chapter 1 The First Pillar: Generic Laws on M&A
- Chapter 2 The Second Pillar: Specifi c Laws and Regulations on ForeignInvested Enterprises (FIEs) Affecting M&A
- Chapter 3 The Third Pillar: Provisions of Central and Local GovernmentalAgencies Inclusive of M&A
- Chapter 4 The Fourth Pillar:Provisions on Legal Remedies in Relation toMergers & Acquisitions
- Chapter 5 Practical Legal Issues Relevant to Foreign Investors’M&A ofChina’s Domestic Enterprises
- Part IV Forms Applicable to Foreign Investors
- Chapter 1 Forms of FIEs
- Chapter 2 Formalities of Setting up FIEs
- Chapter 3 Sample Documents for Incorporating a WFOE
- Part V The Primary Types of Cross-Border Mergers & Acquisitions in China
- Chapter 1 The Types of M&A
- Chapter 2 Application of Laws and Government Approval
- Chapter 3 Special Types of M&A
- Chapter 4 Comparisons of Various Types of M&A
- Part VI Mergers & Acquisitions Process
- Chapter 1 Identify & Screen Target
- Chapter 2 Conduct Due Diligence
- Chapter 3 Structure the Transaction
- Chapter 4 Prepare the Transaction Documents, Negotiate the Deal & Signthe Transaction Documents
- Chapter 5 Obtain Consents and Approvals
- Chapter 6 File and Register the Deal
- Part VII Practical Issues Involved in Cross-Border Mergers & Acquisitions
- Chapter 1 Foreign Exchange Control Issues Relating to M&A
- Chapter 2 Taxation Issues
- Chapter 3 Intellectual Property Rights Issues in Mergers & Acquisitions
- Chapter 4 Employment Issues in Foreign Acquisition
- Chapter 5 Anti-Monopoly Review
- Part VIII Sample Documents and Commentaries
- Chapter 1 Confi dentiality Agreement
- Chapter 2 Letter of Intent
- Chapter 3 Due Diligence
- Chapter 4 Memorandum of Agreement
- Chapter 5 Equity Acquisition Agreement
- Chapter 6 Asset Acquisition Agreement
- Part IX The Regulatory Lineup for Mergers & Acquisitions
- Part X Translation of the Most Important Laws and Regulations on M&A
- Rules on Mergers & Acquisitions by Foreign Investors of Domestic Enterprises
- Anti-monopoly Law of the People’s Republic of China
- Provisions for the Alteration of Investors’ Equities in Foreign-investedenterprises
- Provisions on the Merger and Division of Enterprises with Foreign Investment
- Interim Measures for Administering the Transfer of the State-Owned Property Right of Enterprises
- Measures for Strategic Investment by Foreign Investors upon Listed Companies
- Measures for the Administration of the Takeover of Listed Companies
- Circular on Issues Related to Improving the Administration of Enterprises with Foreign Investment in Terms of Examination and Approval, Registration, Foreign Exchange and Taxation
- Implementation Opinions on Some Issues Concerning the Application of Law Governing the Examination, Approval and Registration of Foreign-invested Companies
- Circular of the Ministry of Finance and the State Administration of Taxation on Several Issues on Corporate Income Tax Treatment of Corporate Restructuring Transaction
- Guidance Catalogue of Industries with Foreign Investment(Amended in 2007)
- Appendix 1 Abbreviations of State Authorities Relating to M&As
- Appendix 2 List of Selected Laws & Regulations on Mergers & Acquisition