A Study of Hostile Takeover Defences-The Legality of Golden Parachutes under the Taiwanese Laws

• Main Authors: Hsiao, Min-Chun, 蕭閔駿
• Other Authors: Lin, Kuo-Bin
• Format: Others
• Language: zh-TW
• Published: 2014
• Online Access: http://ndltd.ncl.edu.tw/handle/cc86c6

碩士 === 國立臺北大學 === 法律學系一般生組 === 102 === The Golden Parachute is an important tactic of hostile takeover defence in America. It is also a fascinating way to attract talented managers. Many management teams in American corporations use this tactic to attract intelligent managers and defend hostile takeovers. But the phenomenon of incapable managers who receive high severance pay leads to poor social perception. Besides, the subprime mortgage crisis happened in America. The U.S. government legislated the Emergency Stabilization Act to limit the using of golden parachutes. They also legislated the Dodd-Frank Act to make public traded corporations disclose the compensation of managers thereafter. Therefore, this article generalized the federal acts and cases of U.S. At the same time, this article wants to build the road of using golden parachutes in Taiwan by observing the experience of America. This article is divided in six parts. Charpter 1 discusses the motive and the purpose of this article. It also includes the method and the range of this research. Charpter 2 explains the thesis about supporting the hostile takeover defence or not. Charpter 3 illustrates the meaning, type and the development of golden parachutes. It concludes the U.S. federal acts about “say on pay” and the limit of golden parachutes in bailouts. Charpter 4 is the part of American judicial scrutiny. It introduces the enhanced judicial scrutiny of hostile takeover defensive tactics and the cases of Delaware, California, Ohio, the 6th Circuit Court and the 11th Circuit Court. Charpter 5 discusses the legality of golden parachutes under the Taiwanese laws. It includes two lists about the suggestion of corporations use golden parachutes and the possible judicial scrutiny in Taiwan. Finally the Charpter 6 is the conclusion.