涉及美国公司或资产收购的重点法律问题解析

Key legal issues in acquisition of US firms or assets

中国企业在收购美国公司或资产时,为了维护自身利益,控制风险,需要更多地了解收购过程中和收购之后可能面临的美国政府的相关审查程序和合规审查。其中CFIUS(Committee on Foreign Investment in the United States,外国在美投资审查委员会)审查和反垄断审查是重要的政府审查程序。合规审查重点是审查目标公司对反海外贿赂法和对经济制裁法规的遵守。中国企业如果计划收购美国资产、美国公司或在美国有经营行为的外国公司,从项目的初期阶段就必须谨慎行事,尽可能咨询美国商业法方面的专家。对敏感领域(如能源、军事等)的交易要考虑主动申请启动CFIUS审查;对达到反垄断审查标准的交易要主动申报反垄断审查。在尽职调查中必须认真审查目标公司是否有触犯美国经济制裁法规、《反海外贿赂法》或其他美国法规的行为,正确评估并合理规避风险。

In their ambition to acquire US firms or assets, Chinese companies must acquire knowledge about scrutiny and compliance investigations carried out by the US Government before and after approval of an acquisition so as to protect their interest and minimize risks. The Committee on Foreign Investment in the United States is the key federal department to focus on if the acquirer has conformed to the Foreign Corrupt Practices Act and economic sanctions regulations. If Chinese companies plan to take over US assets, firms or enterprises with a presence on US soil, they must act with great prudence at the early stage and consult experts on US business laws. Furthermore, they are urged to apply for CFIUS scrutiny in deals in sensitive areas like energy and weapons; for deals meeting the standard for an anti-monopoly investigation, they should present a declaration to the relevant authority for examination. Such investigation and examination aim to detect any noncompliance with economic sanctions laws, the Foreign Corrupt Practices Act and other US laws. Chinese companies need to make a rational assessment and take every means at theirdisposal to minimize risk.