PROF. LUTZ-CHRISTIAN WOLFF School of Law

1
PROF. LUTZ-CHRISTIAN WOLFFSchool of Law The
Chinese University of Hong Kong

• The Structure of Chinas Merger Control Regime
• Kyoto, 13 April 2008
• I. Introduction
• II. The Goals of Chinas New Anti-Monopoly Law
• III. Which Factors Have Shaped Chinas New Merger
  Control Regime?
• IV. Chinas Merger Control Regime the
  Structure

2
PROF. LUTZ-CHRISTIAN WOLFFSchool of Law The
Chinese University of Hong Kong

• MA Market and Merger Control Rules in China
• Explosive MA growth rates since late 1990ies
• Legislative history
• Very basic merger review rules in early MA
  regulations
• Artt. 51 ff. Acquisition of Domestic Enterprises
  by Foreign Investors Provisions (eff. 12 April
  2003/8 September 2006)
• Guidelines for Anti-trust Filings for
  Acquisitions of Domestic Enterprises by Foreign
  Investors (eff. 8 March 2007)
• PRC Anti-Monopoly Law (eff. 1 August 2008)
• State Council Regulations on the Notifications of
  Concentrations of Undertakings (Draft for
  Solicitation of Opinions)

3
PROF. LUTZ-CHRISTIAN WOLFFSchool of Law The
Chinese University of Hong Kong

• Different MA rules
• - for different investment vehicles - for
  different investment modes
• EJV direct investment
• CJV MA
• WFOEs share deals
• Foreign-invested joint stock companies
  asset deals
• ListCos mergers
• Branches different targets
• Rep Offices SOE
• non-SOE w/o company status
• domestic entities w/o company status
• FIE
• - for different industries ListCo banking
  
• real estate different
  investors
• non-Chinese entity
• Holding FIE
• FIE w/o Holding status

4
PROF. LUTZ-CHRISTIAN WOLFFSchool of Law The
Chinese University of Hong Kong

• PRC Anti-Monopoly Law (eff. 1 August 2008)
• Article 1
• This Law is formulated for the purpose of
  preventing and curbing monopoly acts, protecting
  fair market competition, raising economic
  efficiency, safeguarding the interests of
  consumers and the public interest and promoting
  steady development of the socialist market
  economy.

5
PROF. LUTZ-CHRISTIAN WOLFFSchool of Law The
Chinese University of Hong Kong

• Which factors have shaped Chinas new merger
  control regime?
• Chinas economic system
• Power struggles
• Protectionism?
• Foreign models

6
PROF. LUTZ-CHRISTIAN WOLFFSchool of Law The
Chinese University of Hong Kong

• The PRC Anti-Monopoly Law
• a compromise ?
• a law without clear structure yet?
• work in progress!

7
PROF. LUTZ-CHRISTIAN WOLFFSchool of Law The
Chinese University of Hong Kong

• Thank you!