| Summary: | 碩士 === 銘傳大學 === 法律學系碩士班 === 101 === This essay primarily discusses the stakeholder protection under transfer of business or assets in business acquisition. In cases of transfer of business or assets in business acquisition, the conflict of interests and profit distribution between the stakeholders, which include shareholders, creditors, employees and investors, have a profound impact on our society. Very unfortunately that until now the issue about the stakeholder protection hadn’t become the focal point in practice. Therefore, this thesis will focus on transfer of business or assets in business acquisition, and discuss further on the issue about the stakeholder protection which include shareholders, creditors, employees and investors. Moreover, this thesis will express more on my personal opinion about the deficiency of stakeholder protection in Taiwan’s current legal system with regard to business acquisition.
In Chapter Ⅱ, this thesis gives a overview of the transfer of business or assets in business acquisition. It not only provides a brief survey of the meanings, concepts, rules and legal effects of the transfer of business or assets in business acquisition, but also mentions the procedure about the transfer of business or assets in business acquisition. This may serve as the foundations to explore the legal systems of specific stakeholder protection in assert or a business acquisition in subsequent chapters.
In Chapter Ⅲ，this thesis researches the insiders ( shareholders, employee and investors ) protection in transfer of business or assets in business acquisition. With respect to the rights to claims directors duties, my thesis will be focusing on the range of the fiduciary duty. Speaking to the part of shareholders, I will explain more about shareholders’ rights: voting rights, appraisal rights, rights to claim directors duties, and rights to bring direct actions. Talking about the investors, the point of this part is investigating the public companies’ duty to disclose information. As to the part of the employees, this thesis discusses the question of applying the employer’s right s to agree on the continuance of employment.
In Chapter Ⅳ, the thesis researches the creditors protection under transfer of business or assets in business acquisition. This chapter focuses on the questions of the creditors’ notification and announcement system, joint and several liability and the protection of the creditors of torts.
In Chapter Ⅴ, I will conclude all of the researches. Based on the above analysis, I hope to provide further contribution to Taiwan’s company laws.
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