| Summary: | 碩士 === 國立中正大學 === 會計資訊與法律數位學習碩士在職專班 === 101 === The first chapter of this thesis uses the case of Yuanta Core Pacific Securities
Company acquiring shares of Yuanta Securities Investment Trust Company as a
starting point. First, using this case points problem awareness, including the
obligations of the related persons of equity valuation, and discussing equity evaluation methods, as well as the legal effects of improper equity valuation, and explaining the scope of the study, the limitation of the study, the research framework and references.
In the second chapter of this thesis, it explains the occasions of requiring for
equity valuation and the function of equity valuation in the first, as well as the related regulations have mentioned equity valuation from current regulations. Second, this thesis discusses the responsibility connotation of company responsible, independent experts, and the investors or sellers in the process of equity valuation from the domestic and foreign practice and doctrine respectively, which are the three kinds of related persons of equity valuation.
This thesis starts with discussing equity valuation of accounting in the third
chapter. It explains that each evaluation method has its theoretical foundation, and each has its advantages and disadvantages, as well as their own applicable occasions. Then it discusses the associations of evaluation processes and the obligations of related persons of equity valuation from M&A and evaluation processes. In addition to accounting perspective, it discusses the associations of factors affecting equity evaluation results under a variety of evaluation mode and the obligations of related persons of equity valuation. Finally, this thesis discusses causal relationships and materiality from jurisprudence, foreign practice and relevant laws and regulations in ROC, which are the two factors of identifying improper equity valuation.
The forth chapter in the thesis goes back to discuss the legal responsibility of
IV improper equity valuation at the legal level, including civil liability, criminal responsibility and administrative responsibility. It discusses the legal basis for the various responsibilities and applicable disputes currently, and my opinions for disputes. Moreover, it discusses the questions of proceeds of crime and the confiscation. Finally, this thesis discusses points of disputes related to the equity valuation, and judgments of practice insights about these point of disputes, as well as my opinions about these judgment of practice insights respectively: the case of Yuanta Core Pacific Securities Company acquiring Shares of Yuanta Securities Investment Trust Company, the case of Farmers Bank mergers with Taiwan Cooperative Bank, and the case of Carlyle Group acquiring the Eastern Multimedia.
The fifth chapter draws conclusions from my opinions about the defects in the
current system, and proposes ideas about improving the current system. It also points out my legislative amendment suggestions.
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