台灣上市櫃公司面臨併購法制規定--以某上市公司併購個案為例

碩士 === 東吳大學 === 會計學系 === 94 === Information industry plays a decisive role in the economic development in Taiwan. Taiwan’s major information computer hardware individually takes up from 70% to 90 % of the total global market share, which its export from the desktop and notebook is above 30% and 80%...

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Bibliographic Details
Main Authors: Hsiu-mei Chen, 陳秀梅
Other Authors: Chia-Ying Ma
Format: Others
Language:zh-TW
Published: 2006
Online Access:http://ndltd.ncl.edu.tw/handle/08115947297949597756
Description
Summary:碩士 === 東吳大學 === 會計學系 === 94 === Information industry plays a decisive role in the economic development in Taiwan. Taiwan’s major information computer hardware individually takes up from 70% to 90 % of the total global market share, which its export from the desktop and notebook is above 30% and 80% of the total global market share respectively. Accordingly, in the wake of the advancement of the technology and the market maturity, the chance of the product difference is comparatively slight .Apart from this; there is a trend toward the marginal product. Despite, the product or the technology for any enterprise is important, the macroeconomics, the capacity, and the management skills are the keys to the competition in this stage. M&A Law can be said the core of the Corporation Law. If a party of the company merger is a public listed company, it involves in the capital market, financial system, rights and interests for the labor and stockholders etc. As a result, as the public listed company is undertaking the merger, apart from it has to comply with the Company Law and Securities and Exchange Act, yet all regulations pertaining to the public listed company are required to comply with .This article is about the individual case study, which researches in T company spun off its computer sector to E company in 2005. Data collected from that case is applied for simulating to find what the restriction and impact might have with each different M&A method composition. From this case study, we conclude the majority of the Taiwanese company going public is much more competitive than those not. Most domestic or oversea M&A cases, the merger company is not qualified for applying for going public. Many disputes arise from the current regulations and laws. We suggest: • An exchange ratio determination for mergers should be made on the basis of respecting for the engaged merger’s volition & the expert assessments not just restricted by the regulations. • Should loosen the requirements for the solid internal control , audit and Accounting system, • The regulation should stress on the outcome of M&A not the form of M&A. • The regulation should reflect on Corporation Governance not just barricade the specific cases.