随着全球经济一体化的发展,外国资本在中国投资的形式由过去的合资变为独资,由参股变为控股,由新建变为收购,一轮愈演愈烈的外资收购大潮正在中国市场上演。尽管外资并购有利于改变我国行业集中度偏低、企业过度分散和规模过小的状况。但是,外国资本有着不断扩大规模和市场份额的天然倾向,有着消灭竞争对手的天然企图。假如对合并不加控制,允许外资无限制地并购在它们眼中价格极为便宜的中国企业,就会导致中国市场竞争结构失衡的恶果。因此,我国有必要通过反垄断法来控制外资并购,以维护有效竞争、保护民族产业、保护国家竞争力、维持市场公平。这方面的法律制度主要表现为外资并购的申报和审批制度,即达到一定规模的外资并购需要向反垄断法的主管机关进行申报。目前,已经有70多个国家建立了企业并购反垄断审查制度。就中国来说,在外资并购中执行反垄断审查、规范外资并购国内企业,对于保护国内民族产业、维护国家经济安全和提升国家竞争力具有重要作用。 With the development of global economic integration, the form of foreign capital investment in China has changed from past joint-stock companies to sole proprietorships. From equity participation to controlling and from acquisition to new acquisition, a wave of intensified foreign acquisitions is taking place in the Chinese market. Although foreign mergers and acquisitions are conducive to changing China’s industry concentration is too low, excessive decentralization of enterprises and the situation is too small. However, there is a natural tendency for foreign capital to continue to expand in size and market share, with natural attempts to eliminate competitors. Uncontrolled mergers, allowing foreign investors unlimited mergers and acquisitions of Chinese companies in their eyes at very cheap prices, can lead to the consequences of the unbalanced structure of competition in the Chinese market. Therefore, it is necessary for our country to control mergers and acquisitions by foreign capital through antitrust law in order to maintain effective competition, protect national industry, protect national competitiveness and maintain market fairness. The legal system in this area is mainly manifested in the system of reporting and approval of mergers and acquisitions by foreign capital, that is, the acquisition of foreign capital to achieve a certain scale needs to be reported to the competent authorities of the anti-monopoly law. At present, more than 70 countries have established anti-monopoly review system for M & A. For China, implementing antitrust scrutiny in foreign mergers and acquisitions and regulating the acquisition of domestic enterprises by foreign capital plays an important role in protecting the domestic national industry, safeguarding national economic security and enhancing national competitiveness.