A Study on Information Disclosure in Management Buyout－The Comparison between the Taiwanese and U.S. Laws

• Main Authors: Huang, Chen Tse, 黃振哲
• Other Authors: 郭大維
• Format: Others
• Language: zh-TW
• Published: 2013
• Online Access: http://ndltd.ncl.edu.tw/handle/pz9284

碩士 === 輔仁大學 === 財經法律學系碩士班 === 101 === 　Management buyout (MBO), which features like unchanging management, excessive leverage, as well as delisting, has advantages such as increasing the efficiency of M&A, lowering agency cost; but it can also incur issues like conflict of interest within management, thin capitalization, and asset stripping. 　Information disclosure has the capability to lessen information asymmetry, promoting transactions fairness and efficiency of the market. In MBO, it is also the key in protecting the interests of stakeholders, like the corporation, the shareholders, and the employees. This thesis aims to compare and review Taiwan and U.S’ relative legislations of information disclosure in MBO. 　Under U.S’ regulations, information disclosure is part of the management’s fiduciary duties. It requires the management to fulfill the duty of disclosing adequate information during MBO transactions in order to protect the interest of corporations and stakeholders; and by adjusting the density of the judicial reviewing, the entitlement of shareholders and the management’s liberty in making business decision can be balance maintained. 　As for the content of information disclosure, besides the general anti-fraud provisions Rule 10b-5, MBO is mainly regulated by the regulations of ”going private transactions” – “Rule 13e-3” and “Schedule 13E-3”. In Additional, when MBO is implemented in form of Tender offer, the offeror should abide by regulations Rule 13d-1, Rule14e-2, and Rule 14d-3, which obligated to submit related documents like Schedule 13D, Schedule TO and Schedule 14D-9 to SEC for assessment. 　In Taiwan, other than lack of constitutions regarding fiduciary duties, there is also shortages concerning the contents of information disclosure in MBOs, which are mainly regulated by the regulation of tender offer. After the case of MBO of Yageo by Orion Investment, though competent authority has set up (or revised) related regulations, this thesis suggests that the content and scope of the regulations of MBOs should be dilated, the capability of independent special committees should be enhanced, and the judicial reviewing system for fiduciary duty should be constructed.