CROSS-BORDER MERGER AND ACQUISITION OF CHINESE DOMESTIC LISTED COMPANIES

Abstract

China’s reform of state-owned enterprises (SOEs) and share trading plays an essential role in cross-border mergers and acquisitions (M&A). Considering most of the public listed companies enjoying abundant domestic resources as an outcome of SOEs reform, as well as the new capital and innovative managerial conceptions that foreign M&A brings in, the SOEs and share-trading reforms are undoubtedly mutually beneficial. As the reforms deepen, rules are established that state-owned shares cannot be traded, given potential loss of state-owned assets, which creates a great plight for foreign M&A through directly purchasing tradable shares within China’s A share market. Therefore, share-trading reform progressed so as to convert non-tradable shares to tradable ones, which indeed provides many opportunities for foreign M&A. This article adopts case study and related empirical analysis methods. After systematic research on the cases of foreign M&A of listed companies in China that were transacted between 1995 and November 2012, and analyzing each respectively under the framework of the existing sixteen models in China, those models can be further classified into three categories concerning the unique share structure as well as the legal environment in China.

Key words： SOE; mergers and acquisitions (M&A); stock market; MBO