| Summary: | 碩士 === 國立成功大學 === 法律學研究所 === 97 === It has become a trend for corporations to expand their business scale through Mergers and Acquisitions (hereinafter the “M&As”) and thereto enhance its international competitiveness. Because M&As is one material information and influences broadly, it’s often to find insider trading occurred. Hence, it’s necessary to discover and discuss the insider trading under M&As.
The structures of this thesis is as following, the author in
Chapter One outlines the goal and scopes of this thesis;
Chapter Two, considering the existed academic dispute over necessity to forbid and to punish insider trading, elaborates basic theories of insider trading;
Chapter Three presents a general definition and category of M&As and discovers possible insider trading under M&As;
Chapter Four introduces the legal framework of United States of America (hereinafter the “USA”) which is erected on “contrasting relationship-based theory” and is referred to in the enactment of Taiwan’s Securities and Exchange Act, and provides preliminary discussions and analysis of European Union’s Market Abuse Directive (hereinafter the “EU’s directive”) which is enacted on the basis of “market-based theory”;
Chapter Five analyzes of elements of Section 157-1 of Taiwan’s Securities and Exchange Act to reflect the substantial distinction between frameworks of Taiwan and the USA, and concludes that Taiwan’s securities regulation more corresponds to “market-based theory” and EU’s directive is more suitable to be adopted, and loopholes and drawbacks in present law and bill of amendments to Securities and Exchange Act is submitted as well;
Chapter Six tries to examine possible insider trading conducts under M&As with Section 157-1 of Taiwan’s Securities and Exchange Act, and provides suggestions for loopholes, for instancing, scope of insiders, definition of Materiality, and liabilities; and
Chapter Seven integrates the observations and suggestions of proceeding chapters and the conclusion is made there of.
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