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@FT中文网【中国反垄断之战】中国政府对松下收购三洋电机反垄断调查的裁决,给全球各地迫切希望开展并购行动的首席执行官们敲响了警钟。在这个热门市场开展业务,可能要付出很大代价。
2009年12月07日 07:12 AM

The people's police

背景
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Panasonic did not become one of the world's largest 100 companies by taking instructions from Chinese bureaucrats. Yet the Japanese electronic goods maker, founded as Matsushita in 1918, finds itself in the uncomfortable position of having to do just that, following a landmark ruling by China's commerce ministry.

Beijing this month fired a warning to acquisition-hungry chief executives across the globe when it demanded that Panasonic divest several coveted assets in Japan, in return for granting local antitrust approval for its proposed $9bn takeover of Sanyo Electric, a domestic rival. The ruling marks the first time that China has used powers introduced in August 2008 to compel disposals outside the mainland as part of an anti-monopoly review. And the message was clear: operating in the world's hottest market can come at considerable cost.

Certainly, China is hardly alone in taking such actions. The US and European Union are among jurisdictions that have used the lure of access to their vast consumer markets to impose conditions on outside companies. US groups including General Electric and Microsoft can testify to several bruising battles with EU competition authorities.

But judging by the increasingly muscular rulings issued in recent months, Beijing has quickly emerged as a rival power centre and is using new laws to stamp its own idiosyncratic brand of capitalism on global companies engaged in high-profile mergers and acquisitions. As in other areas, China is slowly imposing its will on world commerce.

Beijing has used the anti-monopoly laws to force global companies engaged in mergers and acquisitions to sell mainland assets or, in the case of Coca-Cola, to block an acquisition of a local company. This increasingly robust approach towards global M&A that might affect its domestic market is raising concerns among international dealmakers, who fear it could constrain takeover activity.

“Without question, merger clearance in China is a major issue for global companies considering M&A,” says Nicholas French, co-head of Freshfields' China competition practice. “There is concern among dealmakers that they could encounter additional hurdles in China, compared to, say, the EU,” he adds.

China's anti-monopoly laws are largely based on the EU model. As well as merger control, they cover the abuse of dominant market positions and anti-competitive agreements. Indeed, just days before the Panasonic ruling, state-owned China Mobile, the world's largest mobile phone group with 500m subscribers, agreed to pay Rmb1,000 ($145, £90, €100) to settle a lawsuit filed by a customer who alleged it used its monopoly position to extract unfair revenue from users.

The court-mediated settlement was the first of its kind and, in spite of the small sum, is significant because it has the potential to open vast floodgates. Several other blue-chip mainland companies face monopoly-related legal action, as does Microsoft.

It does not take much for global companies embarking on M&A to find themselves having to deal with China's merger authorities. Companies have to file for local antitrust approval where each has turnover of Rmb400m in China as well as total global turnover of Rmb10bn, or combined turnover in China of Rmb2bn.

Multinationals speak privately of their frustration at the slow pace and opacity of the country's merger review process. Some believe it is being used as a tool to protect domestic rivals from competition and suspect that – unlike in the US, EU and Japan – merger reviews are open to industrial policy considerations.

森迪普•塔克上一篇文章:

西班牙对外银行增持中信银行5%股份 2009-12-04

帕提•沃德米尔上一篇文章:

温家宝:要求人民币升值“有失公允” 2009-11-30

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本文涉及话题:反垄断法 松下 三洋 中国经济
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