外资并购作为国际直接投资的一种方式,其带来的双重影响和国家的固有主权必然要求国家对之进行法律规制,即使在WTO规则下规制外资并购的权力也没有受到直接的实质影响。诚然,在并购过程中通过产业政策进行疏导、避免国有资产流失、进行反垄断规制固然重要,但是保护中小股东的利益,繁荣稳定证券市场也是至关重要的。本文通过实体法、程序法来具体落实对中小股东权益的保护。 As a way of FDI, the dual influence brought by foreign M & A and the inherent sovereignty of the state necessarily require the state to regulate the law. Even under the WTO rules, the power to regulate the M & A of foreign capital is not directly affected substantively. Admittedly, it is important to divert industrial policy through mergers and acquisitions, avoid the loss of state assets and conduct anti-monopoly regulation. However, it is also very important to protect the interests of minority shareholders and to prosper and stabilize the securities market. This article concretely protects the rights and interests of minority shareholders through substantive law and procedural law.