Legal Issues on the Defensive Measures Adopted by the Target Company in Hostile Merger Cases From the M&A’s Procedural Perspectives -- observing from the case between Advanced Semiconductor Engineering, Inc. and Siliconware Precision Industries and the case of Tatung Company

• Main Author: 張倍銓
• Other Authors: 劉連煜
• Format: Others
• Language: zh-TW
• Published: 2019
• Online Access: http://ndltd.ncl.edu.tw/handle/v632fk

碩士 === 國立政治大學 === 法律學系 === 107 === During the progress of corporate development, enterprises often make organizational adjustments through mergers and acquisitions in order to achieve vertical or horizontal integration of resources, reduce expenditures and enhance the effectiveness of revenue. However, since not all mergers are conducted in a friendly way, when the laws and regulations do not impose restrictions against hostile mergers, it is inevitable that one enterprise would launch hostile mergers against another. Based on the nature of mergers, some also believe that hostile mergers, compared to corporate’s internal governance, are external monitoring mechanisms that allows other market competitors to replace the unqualified business operators. However, it should be noted that not all hostile mergers are effective external monitoring mechanisms, and there are indeed many short-term investors in the market seeking short-term profits. In other words, under the said circumstances, if the company’s original business operators are expelled by those short-term investors, it would not be beneficial for the company’s long-term development and for its shareholders. Therefore, there should be defensive measures allowed for companies to adopt when facing hostile mergers. In order to fully probe into the legal issues that may be involved in the defensive measures under hostile mergers, this thesis will start from the perspective of Taiwan laws, list down the steps and procedures of hostile mergers by applying to the Company Act, Securities and Exchange Act, Business Mergers and Acquisitions Act and relevant laws and regulations, find out the time points in which the target company may take certain defensive measures, and discuss the nature of such defensive measures by observing cases in Taiwan and abroad. After having a certain degree of knowledge about the nature of the defensive measures, this thesis will, from the perspective of Taiwan’s recent cases (i.e. the case between Advanced Semiconductor Engineering, Inc. and Siliconware Precision Industries; the case of Tatung Company), several U.S. cases and existing Taiwan laws, further probe into the legal issues which could be potentially involved in the defensive measures. It should be noted that this thesis is intended to offer as a reference for Taiwanese business operators when considering adopting defensive measures in the face of hostile mergers.