| Summary: | 碩士 === 東吳大學 === 法律學系 === 102 === Acquisition of the listed companies may be deemed as one of the most important ways to optimize asset structure and play a role in distributing securities market resources. With the increasing globalization tendency, if one international company wants to edge into the leading enterprises of various industries, the rapidest and lowest-cost way is company acquisition and merger. It has been very popular for various countries in the world to realize acquisition and merger and restructure by securities market. With establishment of modern enterprise system in China, cases involving acquisition of the listed companies increase little by little. Baoyan Accident in 1993 is a precedent of acquisition of the listed companies which brought the wave of company acquisition. In the time of company acquisition, the buyer purchases outstanding shares issued by the listed companies so as to control target company. However, the managers of the target company will take preventive means to stop the purchaser from obtaining the target company and damaging the company.
In recent years, economic exchange of two sides of Taiwan Straits has become more and more frequent, in order to develop in China and expand their market share rapidly, Taiwan businessmen most likely take joint capital with Chinese companies or purchase listed companies in China, which will result in that management level of the target company will kick-start anti-acquisition measures to stop company from acquisition. But the existing law in China now does not have explicit provisions on the anti-acquisition measures taken by the target company, which has doubts in application and there are many discussion on such disputes in practice and academic circle. However, there is no standard formed up to now.
For sake of the integration and consecutiveness in this thesis and in order to make sure that study course could come down in one continuous line, the study outline must be drawn up first in thesis writing. Based on the subject and core established, this study includes seven chapters as below:
Chapter One Introduction makes a brief introduction of research motivation and study purpose of this thesis and explains research method, scope and thesis structure. Chapter Two firstly discusses concepts of acquisition and anti-acquisition of the listed company, then continues to probe into strategy analysis of hostility merger and theoretical basis of anti-acquisition. Chapter Three mainly probes into laws and regulations of anti-acquisition in main foreign countries including USA, UK, Germany and EU and makes analysis to the same. Chapter Four Current Law System of Anti-acquisition in China and Comparison Between Taiwan and Mainland. This chapter explains provisions of acquisition and anti-acquisition of listed company by Chinese current Corporate Law, Securities Law, Acquisition and Management Measures for Acquisition of Listed Company and analyzes typical cases of anti-acquisition in China; and compares with relevant cases involving Taiwan Corporate Law, Securities Exchange Act, Enterprise Acquisition Law, Fair Trading Act and anti-acquisition in Taiwan. Chapter Five probes into interested relationship of various subjects involved in dealing with hostility acquisition in China, mainly making analysis from interest conflict between acquiring firm and target company, target company and shareholder, and controlling shareholders and minority shareholders. Chapter Six Problems and Solutions in Anti-acquisition of Listed Company in China. This chapter firstly affirms the role of company acquisition and gives certain legislation to anti-acquisition; this chapter secondly emphasizes good faiths obligation of directors in target company so as to safeguard rights and interests of shareholders, hence standardize anti-acquisition decision-making power distribution and legitimacy determination. Chapter Seven is conclusion of this thesis.
Through the research results in the foregoing chapters, the author expects to understand what is about the current situation of listed company’s anti-acquisition in Mainland and problems incurred by laws, regulations and practice. Whether there is relevant solving system for the problems? Based on investigation into foreign legislation model and suggestions put forth to anti-acquisition laws of listed company in China and consolidation of anti-acquisition laws and regulation system, whether medium and small shareholders interests can be maintained firmly and shareholders’ interests can be safeguarded? This is the important subject to be researched by this thesis.
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