欧盟外资并购国家安全审查制度对中国的启示

Implications on National Security Censorship of EU Foreign Merger and Acquisition for China

21世纪以来,欧盟主要国家纷纷修改外资并购立法,加大对外资并购国家安全的审查,审查标准趋于严格,审查范围愈发扩大。这种外资审查立法权扩张的冲动受到来自《欧共体条约》所确立的资本自由化原则的制约。在国际投资政策趋紧的背景下,中国公司近年来在欧美国家的外资并购不断受阻。深入理解欧盟外资并购立法的规定是当前中国企业制定国际化战略的基本要求。

Since the 21st century, European Union and its member states revised their laws on foreign direct investment of merger and acquisition; strengthen the review system on “national security” in M＆A. As the standard become stricter and scope more loosely, there is a tendency of expansion of administrative powers. However, according to the EU law, member states legislation must be reviewed under the constraint of “free movement of capital” principle. Chinese enterprises were con- stantly prohibited in EU and US market recently, deeply understand the laws in EU countries are the basic requirement of international strategies for Chinese corDorations.