中国外国投资法：规制实践与语境（中国清华）
￥78.00定价
作者： Tarrant Mahony
出版时间：2015-03
出版社：清华大学出版社
- 清华大学出版社
- 9787302395898
- 1-1
- 118731
- 16开
- 2015-03
- 法学
- 法学
- D996.4
- 法律
内容简介
《中国外商投资法（英文版）》由麦泰伦编著。 《中国外商投资法（英文版）》由麦泰伦编著。
Foreign Investment Law in China： Regulation,Practice and Context provides a comprehensive overview of Chinese foreign investment law,drawing upon the allthor's legal practice experience in the Hong Kong and Beijing offices of two international law firms from 1995 to e book discusses PRC foreign investment regime within the broader context Of China's unfolding process of“reform and opening”that began in the late 1 970s and continues to the present.A hypothetical client story is used to help students think about and work through various real 1ife questions that are often encounmred in the course of Jegal practice involving foreign investment in e book covers all major relevant topm cluding the history of foreign investment in China;the foreign investment approval process;types of structures and vehicles available to foreign investors;mergers and acquisitions;major PRC government regulators;management,labor and operational issues for foreign invested enterprises;land use and real estate;secured Interests;itten as a textbook for international students studying PRC foreign investment law,Foreign Investment Law in China：Regulation,Practice and Context iS also a valuable reference work for foreign attorneys in private practice,in—house counsel,business people and others who wish to gain a general knowledge of the legal aspects of foreign investment in China.显示全部信息
Foreign Investment Law in China： Regulation,Practice and Context provides a comprehensive overview of Chinese foreign investment law,drawing upon the allthor's legal practice experience in the Hong Kong and Beijing offices of two international law firms from 1995 to e book discusses PRC foreign investment regime within the broader context Of China's unfolding process of“reform and opening”that began in the late 1 970s and continues to the present.A hypothetical client story is used to help students think about and work through various real 1ife questions that are often encounmred in the course of Jegal practice involving foreign investment in e book covers all major relevant topm cluding the history of foreign investment in China;the foreign investment approval process;types of structures and vehicles available to foreign investors;mergers and acquisitions;major PRC government regulators;management,labor and operational issues for foreign invested enterprises;land use and real estate;secured Interests;itten as a textbook for international students studying PRC foreign investment law,Foreign Investment Law in China：Regulation,Practice and Context iS also a valuable reference work for foreign attorneys in private practice,in—house counsel,business people and others who wish to gain a general knowledge of the legal aspects of foreign investment in China.显示全部信息
目录
Chapter 1 The History of Foreign Investment in China—From Reform and Opening to the Xi Jinping Administration
e First Decade: Early Experimentation and the Basic Foreign Investment Vehicles
no-foreign Equity Joint Ventures
erative Joint Ventures and Wholly Foreign-Owned Enterprises
e Second Decade: From Deng Xiaoping’s..“Southern Tour”..to the WTO
ng’s “Southern Tour” and major new legislation
xation and preferential treatment for foreign investment
e pilot BOT projects: international project finance comes to China
king security
reign Invested Companies Limited by Shares
reign Investment Guidance Catalogue
eping it in China: holding companies, FIE reinvestment and FIE M&A
e PRC Contract Law
e Third Decade: From the WTO to the Global Economic Crisis ..and its Aftermath
ina’s WTO accession
form of the foreign investment approval system
ying into China: the door to M&A opens
reign M&A and state-owned assets
reign Invested Commercial Enterprises and the long-awaited opening of the retail sector
e Anti-Monopoly Law: Beijing joins Washington and Brussels as the third major competition regulator
e global economic crisis and the devolution of approval authority
ina introduces a national security review for foreign M&A transactions
om separate and not equal towards a common legal regime for domestic and foreign investment
forms under the Xi Jinping Administration: dawn of a new era.
erall trends and considerations
Chapter 2 Coming to China: The Initial Client Meeting Categorization of Foreign Investment and the Government Approval Process
erall framework: guiding foreign investment in line with PRC government macro economic planning
reign Investment Industrial Guidance Catalogue
e main categories and contents of the Guidance Catalogue
e Guidance Catalogue and the Company’s Business Scope
erating within the business scope
proval Process for Foreign Investment
le of the National Development and Reform Commission (中华人民共和国国家发展和改革委员会)
le of the Ministry of Commerce (中华人民共和国商务部)
le of the SAIC (中华人民共和国国家工商行政管理总局)
anghai Pilot Free Trade Zone
Chapter 3 Establishing a Presence in the PRC: Investment Vehicles Available to Foreign Investors
tablishing a Permanent Presence in China
presentative offices of foreign companies
cent developments and trends for rep offices
e special case of representative offices of foreign law firms
e Three Basic Foreign Investment Enterprises: Equity Joint ventures, Cooperative Joint Ventures and Wholly Foreign-Owned Enterprises
neral aspects of FIEs
mon characteristics of joint ventures and WFOEs
stinctive features of Equity Joint Ventures vs Cooperative Joint Ventures
tablishing a CJV
ecial provisions for non-legal person CJVs
olly-Foreign Owned Enterprises
reign Invested Holding Companies (外商投资性公司)
gistered capital and total investment amount lding companies
erations and activities of holding companies
reign Invested Companies Limited by Shares
reign Invested Commercial Enterprises
reign Invested Research and Development Centers
gional Headquarters
reign Invested Partnership Enterprises
riable Interest Entities (VIEs)
Chapter 4 Operating a Foreign Invested Enterprise
tablishing a FIE: initial registrations and procedures
pital structure: Registered Capital and Total Investment Amount
a.2014 changes to the capitalization process rules
at can be contributed as registered capital
nning the Company: Who’s the boss.
e role and authority of the Legal Representative
gnatures and chops, and the question of deemed authority
nctioning of the board of directors and the board of supervisors
gal liability of the legal representative and other key personnel
tential criminal liability
strictions on leaving China
sponsibilities of shareholders
tections for Legal Representative and other key personnel
e “.business judgment rule” and contract-based protections
rectors’ and officers’ liability insurance
bor and employment, Unions and the Party
ploying PRC and expatriate staff
cial Security System for Employees (including foreign employees)
ade unions and Party organizations
nual audits and reporting obligations for FIEs
chnology and Trademark License Agreements
chnology License Agreements
ademarks and Trade Names
e Diligence, Language and Compliance
Chapter 5 Expanding in China: FIE and Foreign M&A Transactions
I.M&A Transactions Involving Existing FIEs
E reinvestment within China
E Changes in Equity Rules
E Mergers and Divisions
reign M&A Transactions
e M&A Regulations
e diligence and representations & warranties
e payment price and property rights exchange institutions
e approval process for M&A transactions
are swaps
ecial purpose vehicles
lationship with FIE M&A
set uity deals
e Anti-Monopoly Law: China Becomes a Major Competition ..Regulator
ckground and general objectives
ncentration of business operators
rger review process
tional Security Review
neral principles
cedure and requirements for national security review
rategic Investment in Listed Companies
Chapter 6 Building the Project: Land, Bidding, and Taking Security
gulation of Land Use in China
sic system
rchase of PRC real estate by foreign individuals and institutions
reign Invested Real Estate Enterprises
dding and Tendering
e Bidding Law
ectronic bidding
les on the Creation, Perfection and Enforcement of Secured Interests
neral principles
rtgages
edges
arantees
ecial rules on security provided to foreign entities
Appendix 1 Development of the Legal Profession and Professional Legal Education in China
portunities for and role of business lawyers in China
stem of Legal Education in China
reign and Foreign-style Legal Education in China
oking Forward
Appendix 2 2013 list of foreign investment projects subject to government approval
e First Decade: Early Experimentation and the Basic Foreign Investment Vehicles
no-foreign Equity Joint Ventures
erative Joint Ventures and Wholly Foreign-Owned Enterprises
e Second Decade: From Deng Xiaoping’s..“Southern Tour”..to the WTO
ng’s “Southern Tour” and major new legislation
xation and preferential treatment for foreign investment
e pilot BOT projects: international project finance comes to China
king security
reign Invested Companies Limited by Shares
reign Investment Guidance Catalogue
eping it in China: holding companies, FIE reinvestment and FIE M&A
e PRC Contract Law
e Third Decade: From the WTO to the Global Economic Crisis ..and its Aftermath
ina’s WTO accession
form of the foreign investment approval system
ying into China: the door to M&A opens
reign M&A and state-owned assets
reign Invested Commercial Enterprises and the long-awaited opening of the retail sector
e Anti-Monopoly Law: Beijing joins Washington and Brussels as the third major competition regulator
e global economic crisis and the devolution of approval authority
ina introduces a national security review for foreign M&A transactions
om separate and not equal towards a common legal regime for domestic and foreign investment
forms under the Xi Jinping Administration: dawn of a new era.
erall trends and considerations
Chapter 2 Coming to China: The Initial Client Meeting Categorization of Foreign Investment and the Government Approval Process
erall framework: guiding foreign investment in line with PRC government macro economic planning
reign Investment Industrial Guidance Catalogue
e main categories and contents of the Guidance Catalogue
e Guidance Catalogue and the Company’s Business Scope
erating within the business scope
proval Process for Foreign Investment
le of the National Development and Reform Commission (中华人民共和国国家发展和改革委员会)
le of the Ministry of Commerce (中华人民共和国商务部)
le of the SAIC (中华人民共和国国家工商行政管理总局)
anghai Pilot Free Trade Zone
Chapter 3 Establishing a Presence in the PRC: Investment Vehicles Available to Foreign Investors
tablishing a Permanent Presence in China
presentative offices of foreign companies
cent developments and trends for rep offices
e special case of representative offices of foreign law firms
e Three Basic Foreign Investment Enterprises: Equity Joint ventures, Cooperative Joint Ventures and Wholly Foreign-Owned Enterprises
neral aspects of FIEs
mon characteristics of joint ventures and WFOEs
stinctive features of Equity Joint Ventures vs Cooperative Joint Ventures
tablishing a CJV
ecial provisions for non-legal person CJVs
olly-Foreign Owned Enterprises
reign Invested Holding Companies (外商投资性公司)
gistered capital and total investment amount lding companies
erations and activities of holding companies
reign Invested Companies Limited by Shares
reign Invested Commercial Enterprises
reign Invested Research and Development Centers
gional Headquarters
reign Invested Partnership Enterprises
riable Interest Entities (VIEs)
Chapter 4 Operating a Foreign Invested Enterprise
tablishing a FIE: initial registrations and procedures
pital structure: Registered Capital and Total Investment Amount
a.2014 changes to the capitalization process rules
at can be contributed as registered capital
nning the Company: Who’s the boss.
e role and authority of the Legal Representative
gnatures and chops, and the question of deemed authority
nctioning of the board of directors and the board of supervisors
gal liability of the legal representative and other key personnel
tential criminal liability
strictions on leaving China
sponsibilities of shareholders
tections for Legal Representative and other key personnel
e “.business judgment rule” and contract-based protections
rectors’ and officers’ liability insurance
bor and employment, Unions and the Party
ploying PRC and expatriate staff
cial Security System for Employees (including foreign employees)
ade unions and Party organizations
nual audits and reporting obligations for FIEs
chnology and Trademark License Agreements
chnology License Agreements
ademarks and Trade Names
e Diligence, Language and Compliance
Chapter 5 Expanding in China: FIE and Foreign M&A Transactions
I.M&A Transactions Involving Existing FIEs
E reinvestment within China
E Changes in Equity Rules
E Mergers and Divisions
reign M&A Transactions
e M&A Regulations
e diligence and representations & warranties
e payment price and property rights exchange institutions
e approval process for M&A transactions
are swaps
ecial purpose vehicles
lationship with FIE M&A
set uity deals
e Anti-Monopoly Law: China Becomes a Major Competition ..Regulator
ckground and general objectives
ncentration of business operators
rger review process
tional Security Review
neral principles
cedure and requirements for national security review
rategic Investment in Listed Companies
Chapter 6 Building the Project: Land, Bidding, and Taking Security
gulation of Land Use in China
sic system
rchase of PRC real estate by foreign individuals and institutions
reign Invested Real Estate Enterprises
dding and Tendering
e Bidding Law
ectronic bidding
les on the Creation, Perfection and Enforcement of Secured Interests
neral principles
rtgages
edges
arantees
ecial rules on security provided to foreign entities
Appendix 1 Development of the Legal Profession and Professional Legal Education in China
portunities for and role of business lawyers in China
stem of Legal Education in China
reign and Foreign-style Legal Education in China
oking Forward
Appendix 2 2013 list of foreign investment projects subject to government approval
