| Summary: | 碩士 === 國立臺北大學 === 法律學系法律專業組 === 96 === Mergers and acquisitions (M&A) are the major strategies for modern enterprises to enhance the competitiveness and management efficiency. One of the main purposes of M&A is to obtain the corporate control power of the Target Company. This thesis begins by asking “Is the value between controlling shares and non-controlling shares different?” - If the answer is yes, the second question will be “Should the difference, which could be called as control premium, share with minority shareholders or belong to controlling shareholders only?” and “What and how is the fair value for corporate shares in appraisal procedure?”
Chapter II will first introduce the definition, types and contents of corporate control, and discusses the judgement rule for getting corporate control. Second, the author will discuss the motivation of corporate control transaction through the nature of corporation, the principle of corporation law, and efficiency. Last, the author will discuss the effects on shareholders equity by the types of corporate control transaction respectively and the main disputes of the value of corporate control.
Chapter III focuses on the origin and element of the value of control, and compares the differences between controlling shares and non-controlling shares from its cost and benefit.
Chapter IV describes the valuation methods of the value of control, and then introduces the meanings of control premium and minority discount. Besides, the author will try to summarize the theories of scholars and through economic analysis about “Should the control premium share to minority shareholders or not”.
Chapter V summarizes the rule of the jurisdiction of U.S.A regarding control premium and minority discount and analyzes some important cases in the U.S.A..
Chapter VI summarizes the present regulations in the U.S.A and Taiwan regarding corporate control transaction and its valuation process. Then the author analyzes a recent case in Taiwan.
Chapter VII is the conclusion, besides bringing the suggestions in legislation on corporate control transaction and its valuation in Taiwan, furthermore, the thesis also propose the perspective of this sphere.
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