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Study on Legal Supervision of Loan of Merger and Acquisition in China's Commercial Bank

Author: LiHongBo
Tutor: LiuWen
School: Southwestern University of Finance and Economics
Course: Economic Law
Keywords: M&A loan risk regulatory Commercial Bank
CLC: D922.281
Type: Master's thesis
Year: 2013
Downloads: 52
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Abstract

On December9.2008.the China Banking Regulatory Commission issued the"loans of commercial banks risk management guidelines". the guidelines not only allows commercial banks to provide financial support for mergers and acquisitions activity of asset transactions and equity transactions.but also allows Banks to enterprise after the merger of future earnings as a source of repayment. allowing more Banks to mergers and acquisitions future targets of equity and assets as loan guarantees to make loans.The "ice-breaking" release, has far-reaching significance for China’s commercial banks.enterprises and China’s M&A market.For companies. merger and acquisition loans as a financial innovation. is an important financing instruments of enterprise merger and acquisition.leverage in the deal.For commercial Banks.financial innovation is a business that can broaden the income channels and make business diversification.Conducive to to build versatile commercial banks, will also have a huge impact on deepening the reform of China’s financial forward. With the effective guidance of the regulatory authorities and the active participation of market players. the merger and acquisition loans have got healthy development from simple to complex and step-by-step.strong support inside and outside of the enterprise merger and acquisition and restructuring activities.Mergers and acquisitions financing is one of the important ways that business has grown to accelerate their development speed. But enterprise m&a as a typical behavior of property rights trading, the biggest problem is well purchase funds source of mining and the bank credit as well one important financing way of purchasing activities. Companies in the countries all over the world continue to play an important role in mergers and acquisitions, and have the development rapidly in the last ten years.The CBRC guidelines issued, allowing breaks conditions of commercial banks to offer loans for mergers and acquisitions,and guide the bank in terms of M&A loans scientific innovation to meet the M&A financing needs of enterprises and the growing market of stage management, provides a new channel for the enterprise acquisition finance. Changed our enterprise mergers and acquisitions financing channel which is not smooth, the relative lack of financing tool, mergers and acquisitions and financing system on the capital quantity and structure can’t meet the demand of enterprise financing present situation. M&A loan business had been restricted in the previous activity of implementation of a number of M&A. Lead to larger domestic M&A activity is subject to many limitations. The launch of the M&A loan business,changed the difficult situation of the M&A market enterprise finance, and has brought great opportunities for development as well as facing a greater risk to banks and businesses.Since M&A loans involving mergers and acquisitions enterprises of both sides.includes industry, applicable law, debt, equity structure, asset prices or determine that, and many other aspects, the risk is significantly higher than General loans.So, we are very urgent and need to start of commercial banks in China M&A loan risk regulatory issues, conduct in-depth research, through the establishment of a sound legal system of the M&A loans, to protect the safe operation of the M&A loans.The article includes four chapters and conclusionChapter Ⅰ, raised related issues.which is on the basis of previous research.through the analysis of implementation and relevance of the current merger and acquisition loans.And apply research methods to study the problem.Chapter Ⅱ on the basis of m&a loan risk particularity, to investigate the present condition of the regulation of m&a loans in China. At present, China’s m&a loan regulation ways mainly have the m&a loan regulatory laws, because of the m&a loan involved in mergers and acquisitions and the commercial bank itself, so currently associated with the regulation of m&a loans of China mainly involves two aspects of law, on one hand is involved in enterprise merger and acquisition related laws and regulations. On the other hand is itself related to commercial banking and bank-loan business laws and regulations.Commercial banks themselves through professional team, the risk assessment and the signing of the loan contract and post-loan management of M&A loan risk control.At the same time, capital and mergers and acquisitions merger and acquisition loans of commercial banks loans strictly limited use norms. Through an analysis of the present situation of loan regulation of merger and acquisition, laying the groundwork for the lack of supervision of M&A loans below.Chapter III through in-depth analysis the m&a loan with the characteristics and types of m&a loan, necessity of m&a loan, then research the theory of m&a loan regulatory problems, the risk of m&a loan particularity is the starting point of its regulatory, so this part firstly to separate the risk of m&a loan structure to specific analysis, concluded that their risks are bundled in the secondary market, guarantee risk transfer to the target company, legal risk, risk of unpredictable risks, such as structure characteristics significantly.Chapter IV investigate the current status of the m&a loan loan regulatory mechanism on the basis of the particularity of the risks of m&a loan.Discover the problems existing in the regulation of m&a loans of China mainly include:the related legal system is not perfect, the internal control mechanism of commercial Banks need to be strengthen,the government’s supervision is not strong and the related professional personnel and social supervision system is missing.And on expand analysis, found caused related problem of main causes is, the history of merger loan in our country is not long.Most commercial banks lack familiar related business of professionals and the carried out business of related experience, related legal regulations of supporting measures had been not introduced timely.Government of financial regulatory thought to be transferred from points industry regulatory to integrated regulatory.At the same time, in the transactions process the information of both is not transparent,which increased transactions risk.Chapter V, According to the actual situation of China’s,combined with relevant experience and the perfection of the laws and regulations, transferred the government regulatory thinking, improve d the commercial Banks internal control mechanism and self-discipline management and so on four aspects, put forward Suggestions for the perfection of the current regulatory status. Concrete should be done the following several points:improve the legal provisions on mergers and acquisitions and M&A loan supervision; government departments need to strengthen cooperation, changing concepts; improve internal control systems and cultural construction; improve the supervision of the Banking Association; strengthen construction of social supervision.Finally,draw the relevant conclusions. A perfect law, the parties involved in the improvement of the regulatory system need to be formed for China’s M&A loans,in order to make the healthy development of M&A loans, provided the impetus for economic development.The core content of this article is to propose the M&A loan supervision and improve the legal system of supervision of M&A loans.At present in our country,the study of m&a loan regulation mostly from the perspective of finance, the study of m&a loan risk management from the perspective of jurisprudence to study is less, and the author mainly attempts from the perspective of jurisprudence,start from merger loan risk uncertainty, legal regulations risk, and and guarantees risk, risk of particularity, learn from the experience of foreign countries.the imperfections of m&a loan related laws put forward related Suggestions, at the same time according to the particularity of the risks of m&a loan suggest introducing agency accountability, creditor governance mechanism, and industry self-discipline management related to the new system, and puts forward Suggestions on the present status of the government regulation in China. In order to build a more perfect m&a loan supervision legal system.The deficiency of this article lies in that the my English level is limited,and the lack of mastery of the relevant foreign literature. In addition, research on the paper as a whole does not go far enough.As China’s economy and the changing environment, merger and acquisition loan supervision legal system construction is not an easy research of our times, we need to keep pace with the research, timely adjust and perfect

Study on Legal Supervision of Loan of Merger and Acquisition in China's Commercial Bank

Abstract

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