On the Mandatory Bid Rule under the Securities Exchange Act of 1968

• Main Authors: Chen, Hao, 陳顥
• Other Authors: Lai, In-Jaw
• Format: Others
• Language: zh-TW
• Published: 2015
• Online Access: http://ndltd.ncl.edu.tw/handle/92083690948027405566

碩士 === 國立臺北大學 === 法律學系一般生組 === 103 === The mandatory bid rule is a way to protect minority shareholders while the company suffers a change of control. However, its efficiency has long been criticized for leading to higher costs of mergers and acquisitions (M&A), and consequently hindering the development of M&A. But is there any truth behind this criticism? Why do so many countries adopt the mandatory bid rule despite the obvious criticism? Taiwan stipulated its mandatory bid rule by following the footsteps of the UK and Hong Kong. However, its language is completely different from that of the UK, Hong Kong, and even other countries. Therefore, the Taiwanese mandatory bid rule could be said to be a unique legislation. But we cannot help but ask is it a good rule? What problems are caused by this rule? Should we adopt British mandatory bid rule instead of Taiwanese mandatory bid rule? Or do we can keep our unique rule as long as we solve the current standing problems? In order to address these questions, this thesis will not only explore extensively into periodicals and judicial decisions of Taiwan, but also delve into related European and Japanese materials. In conclusion, this thesis supports the notion that the mandatory bid rule should be kept in Taiwan, and that the current rule will suffice as long as the aforementioned problems of this rule are dealt with. As such, we do not need to adopt the British mandatory bid rule. Keywords: Mandatory bid, all shareholders should be treated equally, control premium, fair price