| Summary: | 碩士 === 國立成功大學 === 法律學系 === 104 === The interests of mergers and acquisitions are not only exist between the acquiring company and the target company, but also associate with shareholders, the management team, and the employees. Moreover, mergers and acquisitions events could impact the volatility of stock price and the stability of the whole stock market. Therefore, hostile takeover and defensive tactics are always popular issues. Recently, the takeover activities and the hostile takeover cases increase year after year. The defensive tactics used in the battle of hostile takeover have been developing beyond the old methods. No matter to make the best interest for the companies or to keep the management independence, target companies adopted the typical defensive tactics, and also tried to design the new type of strategies.
This study attempts to start from the definition of mergers and acquisitions and hostile takeover, analyzes the possibility of the target company directors to adopt defensive measures in the US theory and practice, parses the US judicial precedents how the standard of review when the target company directors are facing a hostile takeover case. After that, this study introduces the common defensive tactics in the US practice and the important principles established by the US courts, especially in Delaware states where are famous on the steady progression in corporate regulations and corporate govermance. Finally, this study analyzes the current takeover laws and regulations in Taiwan, introduces famus hostile takeover cases and discusses the issues about target company directors' obligations and the defensive measures under Taiwan's regulations.
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