德国企业兼并法律制度及其对我国的启示（The legal system of annexation of German enterprises and Its Enlightenment to China）.doc

德国企业兼并法律制度及其对我国的启示（The legal system of annexation of German enterprises and Its Enlightenment to China） The legal system of annexation of German enterprises and Its Enlightenment to China Author: Duan Xiaojuan At present, a round of mergers and acquisitions has been launched around the world. Although annexation is advantageous to the enterprise to realize the low cost expansion through the reorganization of assets, but if it is not strictly managed, it is also easy to monopolize and destroy the social economic order. Germany is the earliest country to produce the world of mergers, merger control is also more successful countries, German research enterprise merger legal system and reference, is of great significance to China is vigorously developing the merger. First, the legal system of mergers and acquisitions in Germany (1) the legislative style and concept of annexation of German enterprises; In Germany, the legal control of enterprise annexation is mainly carried out by the law against competition restriction (the cartel law). Since its promulgation in 1957, this law has been revised 5 times in 1966, 1973, 1976, 1980 and 1989. It has become the basic law of the German annexation of enterprises so far. In addition, the provisions for mergers and acquisitions of enterprises include the German Stock Company Law 339th ~ 358, and Germany on the limited liability company from the companys capital increase and merger of the law, nineteenth ~ 35 articles. To control enterprise annexation, we must first define the concept of enterprise merger. There are two kinds of merger concepts: broad sense and narrow sense. The narrow sense of annexation refers to two or more than two enterprises, according to certain conditions to form an enterprise property transactions. Generalized mergers include narrow mergers and acquisitions. The term acquisition refers to a transaction in which the enterprise obtains the majority of the property rights of another enterprise under certain co