| Summary: | 碩士 === 國立臺北大學 === 法學系 === 95 === In this decade, more and more hostile takeovers have been taking place among companies in Taiwan. Hence “Hostile Takeover” becomes a hot topic in the business rank. The hostile takeovers, comparing to other kinds of mergers, might have more issues about the interest conflicts among the target companies, shareholders, and managers. In Taiwan, most managers of the companies have enough shares to control the vote of the board. Therefore, how to protect the rights of all shareholders and how to let the hostile takeovers expel inefficienct managers become important issues for us to study.
Hostile takeovers have both positive and negative effects on the corporate governance. Therefore, it will be a very critical issue regarding which department of the company has the power and the responsibility to decide when and how to make the anti-takeover defenses. In fact, this issue involvesan academic debate between the “Director Primacy” and the “Shareholder Primacy”.
In this thesis, we first referred Delaware General Corporation Law (or DGCL). Then, we referred opinions from American academic society and some real cases in Taiwan’s court. We also investigated cases in Japan since Japan shares similar corporate cultures with Taiwan. In Japan, there are a lot of improvements and developments in the policies and theories about hostile takeovers in the recent years. Furthermore, we referred the EC Proposed 13th Company Law Directive. All of these cases above can be strong references and give good suggestions for Taiwan’s legal system on the legislation of related laws.
After reviewing Taiwan’s legal system, we found the anti-takeover defenses that the target companies can make is in fact very limited. At the same time, Taiwan’s company law states clearly about the tendency to Director Primary. Therefore, the shareholders are in a very bad circumstance and their rights are not well-protected. As the result, we think that in the case of hostile takeovers, it might be a good idea to learn from United Kingdom’s compulsory public purchase systemand build a reveal system of information at the same time. So that the shareholders can have enough information, and then decide in the shareholders’ meeting whetherand what kind of the defenses they want to make to protect their own rights.
|
|---|
