【正文】 s going through an extraordinary period of merger and acquisition activity. However, executing Mamp。中文 3758字 本科畢業(yè)論文外文翻譯 外文題目： Managing risks in Chinese Mamp。A transactions in China is not for the faint of heart, and making successful investments and striking good deals require more than a goldrush mentality. In particular, taking an overly cautious approach might result in missing out on great opportunities, while an undisciplined or overly optimistic approach might well lead to disaster. Consequently, it is essential that dealmakers and their counsel take an informed, balanced, and practical approach to the myriad and unique risks presented by Chinese Mamp。A transactions in China, with the aim of helping dealmakers identify and address important issues at an early stage. Assessing Regulatory Restrictions An initial matter that a foreign investor needs to assess in setting its expectation is how the Chinese regulatory restrictions and the personal views of the applicable approval authorities may affect the structure and process of the deal. One of the first things that a buyer may want to look into is whether the target pany, after being acquired by a foreign investor, can continue to conduct its business and operations in the same manner without being subject to additional regulatory restrictions. There are still a number of business sectors in China that are not fully open to foreign investors and in which such investors cannot establish wholly foreignowned enterprises (WFOEs) or even joint ventures. A foreign investor should determine as early as possible whether there are percentage limitations on potential ownership in an enterprise in a given industrial sector, as this will directly affect the deal structure. For example, if the target pany is a conglomerate, some assets may need to be carved out to make sure the postclosing target pany will steer clear of the sectors that are prohibited or restricted for foreign investment. Through the State Development and Reform Commission and the Ministry of Commerce, China39。s assets may have been used in relatedparty transactions. For example, one pany39。s books. Through these transactions, profits may be shifted to domestic entities that are in a loss position or to offshore entities such as those in Hong Kong. If it is determined that a transaction has violated PRC transferpricing laws, the pany may have to pay back taxes and penalties. Buyers should also keep in mind another important aspect of Chinese tax law— there is generally no statute of limitations for tax liabilities. Awareness of this circumstance may be particularly important when allocating tax exposures and entering into related indemnification or other arrangements. Employment issues frequently arise when the target is a stateowned enterprise with significant labor redundancy. Major layoffs might trigger worker protests and other social unrest, thereby politicizing the transaction and attracting unwanted attention from the local government authorities. Another frequently encountered issue is how much of the workforce the target pany may reduce after the acquisition. This is often a heavily negotiated issue, and the seller may even bring it up again at the last minute, hoping the buyer will promise. Given the political plications of employment matters, it would be prudent for the buyer to take a firm stand about its position, negotiate relentlessly upfront, and resist the temptation to leave this issue behind for future friendly discussion. Once the deal is otherwise cut, discussions on cutting back the workforce are likely to be neither pleasant nor friendly. Finally, one of the most difficult headaches for potential buyers of Chinese panies is the legacy issue inherited from former stateowned enterprises or created during the reform and restructuring (., privatization) process. Buyers of privately owned panies that were restructured or converted from former stateowned enterprises should be alert to possible violations and liabilities associated with the prior restructurings or management buyouts. A normal duediligence investigation frequently will not reveal much in terms of such legacy problems, because any problematic elements of the pany39。s robust economy continuing to attract capital, there will be more deals and more petition in a changing legal and regulatory environment. As a result, investors will need to deal with these challenges in an informed, flexible, and