随着全球经济的发展,跨国并购的浪潮方兴未艾,中国也由被并购转向主动进行海外并购。然而,各国对外资并购的管制制度都相当严格,尤其是美国等发达国家。本文从中海油并购优尼科案的失败入手,研究美国的外资并购管制制度,并提出几点拙见完善中国的立法,以期对中国企业未来的海外并购之路有所帮助。 With the development of the global economy, the tide of cross-border M & A is in the ascendant and China is also moving from being merged to taking the initiative to conduct overseas mergers and acquisitions. However, all countries have quite strict control over the mergers and acquisitions of foreign capital, especially the developed countries such as the United States. This article starts with the failure of Unocal case of China National Offshore Oil Corporation, investigates American foreign capital merger and acquisition control system and puts forward some humble suggestions to improve China’s legislation with a view to helping Chinese enterprises to go overseas in the future.