| Summary: | 碩士 === 國立中正大學 === 財法所 === 97 === In recent years, cross-board merger and acquisition activities have arisen under the influence of liberalization of global trade markets. Among these activities, hostile takeover which was originated from specific regions in the UK and the US has become rampant in European and Asian markets. Many nations have thus begun to examine and discuss the coping measures in corporate laws. In our nation, this global tendency cannot be resisted either. Due to the legislations and market changes, hostile takeover cases are on the increase. As a result, defensive tactics against hostile takeovers have become one of the core research issues for many researchers. Legislations that prevent hostile takeovers are derived from US laws and diverse. Decision makers of defensive tactics, legislation of defensive tactics, allocation of decision-making power between Board of Directors’ meetings and shareholders’ meetings, and fiduciary duties of the Board are also encompassed in these legislations. In the present, a complete set of legislations and defensive tactics against hostile takeovers is still absent in our nation. Therefore, it is meaningful to conduct a comparative study of the types of hostile takeovers and defensive tactics.
Considering the above motivation and our social structure composed of mainly small and median enterprises (SMEs), the focus of this study was placed on Poison Pills (also known as shareholder right plan), the most extensively adopted defensive tactic among SMEs in the US. First of all, the necessity of defensive tactics against hostile takeovers and the impacts of Poison Pills on pursuit of efficiency and maximization of social wealth were discussed from the perspective of economic efficiency. A thorough introduction of the concept, evolution, argument, and practical types of Poison Pills in the US was presented. Later, policies and legislations concerning defensive tactics in the US, Japan, and European Union were also explored to analyze the attitude and regulation of each nation towards Poison Pills. Further, the domestic laws with effect of diluting ownership were introduced and examined to find out the feasibility of applying Poison Pills and succeeding the legal experience of other nations in our nation. Comments of some scholars were also employed as a reference for future legislation of anti-hostile takeover laws. Finally, based on the research data and findings, conclusions and suggestions were proposed.
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