| Summary: | 碩士 === 國立交通大學 === 管理學院財務金融學程 === 104 === Tender offer and proxy solicitation are the most common practice in takeover contest. Tender offer system originated in the west. In 1988 our Securities Exchange Act (SEA) was amended, introducing this system from the west. Later, lawmakers had the authorities promulgate ”Regulations Governing Public Tender Offers for Securities of Public Companies” to regulate this system. Since the above mentioned regulations was set on Sept 5, 1995, it had been amended 9 times in just 20 years, which proves that our tender offer system is still on development stage, and overall caseload is inadequate compared to the west.Therefore, many related law issues need to be solved. Furthermore, when it comes to unsolicited tender offer (hostile takeover), what kinds of responsibility and liability should the directors of target company take for? Can those various offense measures developed by US companies be applied in domestic case? Should the right to execute offense measures belong to shareholders’ meeting or just to board of directors? The regulations concerning all above matters are still in lack.
As for proxy system, it has decoupled from the original purpose and turned into a tactic in takeover contest. By means of proxy solicitation, some shareholders can control a company even though their actual holdings are just a few, which might deeply impact internal stability and normal operation in a company and damage the majority of shareholders. Moreover, under the current Company Act, the unbalance in information gathering between company side and market side makes proxy system harder to function originally.
All in all, the aim of this paper is to point out related law issues through 3 cases discussion (tender offer by ASE Group to SPIL; the battles between company side & market side within CPDC and SYM) and raise several possible amending suggestions, such as to heighten liability of directors, to publish the register of shareholders and so on, which hopefully could be adopted as reference in planning regulations.
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