| Summary: | 碩士 === 國立臺北大學 === 法律學系一般生組 === 102 === Article 6 of Business Mergers And Acquisitions Act： “Before any resolution of merger/consolidation and acquisition by the Board of Directors, a company that has its share certificates publicly issued shall seek opinions from an independent expert on the justification of share exchange ratio or distribution of cash or other assets to shareholders, then report the opinions to the Board of Directors and, if the resolution by the general meeting is required, to the general meeting.” The legislative purpose is designed to ensure the reasonableness of price of merger and acquisition, and to protect the interests of shareholders by independent expert’s examination. However, the related regulations seem to be insufficient, such as independent expert’s qualification, status, legal liability, fairness opinion, etc., and this will directly affect the protection of shareholders’ interests, which is why it is necessary to research further on this issue. Moreover, whether fairness opinion may help to enhance the possibility to meet director’s fiduciary duty or not depends on the relationship between the two under the U.S. legislation.
Chapter 3 and Chapter 4 are the core of thesis. Chapter 3 mainly discusses the valuation of enterprise, focusing on the core of fairness opinion. The valuation process, which involves the selection and operation of the standard of value, the method of valuation, and the valuation result of adjustment, is the theme of the discussion here.
Chapter 4 explores fairness opinion’s connotation, the method of valuation, and the legal liability of incorrect valuation. The legal liability based on the judgment of Securities Act and Tort discusses on the matter of materiality. Moreover, the relationship between fairness opinion and director’s fiduciary duty will be discussed on the basis of Smith v. Van Gorkom and Weinberger v. UOP.
Chapter 5 mainly discusses independent expert of Article 6 of Business Mergers And Acquisitions Act. It is necessary to explore because the regulations and the judgments of independent expert system are not sufficient enough. The meaning, purpose, application in terms of range and time, legal status, and legal liability of misvaluation are the scope of exploration.
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