A Comparative Study of the US Law in the Application of Management Buyout

• Main Authors: Jui-Chi WANG, 王瑞琦
• Other Authors: none
• Format: Others
• Language: zh-TW
• Published: 2009
• Online Access: http://ndltd.ncl.edu.tw/handle/23447283191748390919

碩士 === 逢甲大學 === 財經法律研究所 === 97 === The management buyout, “a species within the corporate genus of leveraged buyout”, had been used as defensive tactic against the hostile bidder to protect the company and its shareholders. With the transition of the economic market, management buyout had declined gradually. However, following with the enactment of the Sarbanes-Oxley Act (SOX), quite a few companies decided and take the steps to go. Because the SOX increased regulatory compliance costs for the companies, and therefore, the management buyout, used for going private, draws tge attention again. Because of the inherent interest conflicts, the management buyout raises a lot of issues. The managements must refrain themselves from self-dealing. To regulate problems emerging from management buyout, this paper consults the USA law and policy about management buyout and it’s measure to solve interests conflict, for example, “fiduciary duty”, “entire fairness standard”, “fairness opinion”, “independent negotiating committee” and “information disclosure”. The paper introduces the rules regarding the management buyout of USA, as the reference of the current law of our country. Although there are issues needed solved in application of management buyout, the management , as the new owner , can focus on the long-term prospect of the firm and is more likely to realize substantial gains in the future. Therefore, the competent authority must still face these problems. The paper refers to the legal experience in USA and proposes the suggestions that might be adopted by our legislators and legal practitioners.