| Summary: | 碩士 === 國立臺灣大學 === 法律學研究所 === 105 === Leveraged buyouts, typically called LBO, is a corporate acquisition transaction, which comes in several variations with core features: Cash from outside lenders (the leverage) is borrowed to buy up equity from the existing stockholders of the target company (the buyout). It has been favored by the acquirer by using a little capital to earn a big profit. Theoretically, it should benefit minority shareholders of the target company. However, there is potential conflict of interest between the acquirer, the controlling shareholders and the managers of the target company, who may abuse their dominant power with the cost of sacrificing the interest of minority shareholders. Therefore, the protections of minority shareholders in the target company has become an important issue in the research of leveraged buyouts.
The leveraged buyouts experienced a booming in America in the 1980s, and here comes a great development in China in recent years, which benefits from the policies of encouraging mergers and acquisitions. The research targets on the regulations of leveraged buyout between China mainland and the United States. It try to get some legal experience from the USA and present suggestions to the legislators and legal practitioners. Firstly, it aims to clarify the differences of leveraged buyout in this two countries and show the necessity of the protection on minority shareholders. Then, it analyzes a case named “Vanke-Baoneng Spat” to introduce characteristic of leveraged buyouts and the existing problems on supervision in China. Finally, it hopes to explore the effective regulations on minority shareholders protections with reference of the United States development experience.
As for the protection on the minority shareholders of the target company, the fully disclosure of information in the acquisition process should be ensured, the fiduciary duties of the controlling shareholders and the managers of the target company need to be strengthened, and the minority shareholders'' appraisal rights and also shareholder derivative litigation must be guaranteed. In addition, it need have appropriate shareholding structure design and the way to vote. This paper explores the significance of different norms on the protections of minority shareholders. It hopes to observe the evolution process of regulations in China and find the legislative value orientation on leveraged buyouts.
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