The Legal Issues in Midst of Tender Offer－Focus on Director’s Fiduciary Duty and Insider Trading

• Main Authors: KUO,CHU-YUAN, 郭筑媛
• Other Authors: WU,YUNG-SHENG
• Format: Others
• Language: zh-TW
• Published: 2018
• Online Access: http://ndltd.ncl.edu.tw/handle/b67ha7

碩士 === 銘傳大學 === 財金法律學系碩士班 === 106 === Tender Offer is an effective way of corporate M & A strategy, and the public takeover process from the preparation of the merger to the end of the tender offer, the board of directors of the enterprise management, must preserve the company strategy and management. The management of a series of acts, which gives rise to concerns of legality, is of particular importance for public companies that use the capital markets for a wide range of investors. In addition, as another feature of the tender offer, the acquirer must attract shareholders to sell at a price higher than the target transaction price, which in a short period of time will inevitably have a significant impact on the share price. Therefore, during the entire takeover bidding process, often accompanied by the occurrence, and in judicial practice, the most important impact on the insider trading case to determine the stock price is particularly important. This article is based on the topic of "Legal Issues in the Process of Tender offerings - Focusing on Director's Duty and Insider Trading". In this article, we discuss the tender offerings of general public participation in the open acquisition involving the following aspects: the false statement of the tender offer, the duty of attention of the board of directors (especially the independent directors), the insider trading and the non-fulfillment responsibility, and other legal issues. Then it focuses on the duty to pay attention to the management level under the framework of corporate governance in the process of tender offerings. It also uses the system of directors in the United States law to clarify its responsibilities as the object of comparative legal system in our country. For the insider trading, according to the enforcement of the law enforcement in the United States a series of judicial interpretations of the United States and other laws and regulations, related laws and regulations and other supplementary information, to conduct a comparative study. This article explores the opportunity for the law of the United States to evolve more mature with its reference value for our country, discussing the United States Rule 14e-3 arising from the situation of illegal acquisition of illegal insiders. In the theory of property rights, this article explores the insider transaction in the process of tender offerings with the view of the legitimate right of internal information property right, and focuses on the analysis with the message of greatness.