| Summary: | 碩士 === 國立臺灣大學 === 科際整合法律學研究所 === 107 === Under the current trend and the contemporary international economic development, financial groups and affiliates are rapidly increasing. There are more and more people who can substantially control the affairs of companies benefit themselves by related-party transactions. Therefore, how to prevent it shall be one of fundamental issues. It seems to be reasonable to prohibit the related-party transactions. However, there are still some related-party transactions can benefit theirs company, so it is inappropriate to forbid completely. Observing the laws in many countries, including in Taiwan, we allow the related-party transactions. As a result, how to regulate the relevant behaviors to screen related-party transactions becomes the most significant goal.
For the purpose of clarifying the definition and regulation of related-party transactions, we focus on Securities and Exchange Act and related regulations, such as Regulations Governing the Acquisition and Disposal of Assets by Public Companies, Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Accounting Standards, and so on. And then, we summarize the differs and development to discuss the best method to improve the disclosure and internal control procedure. On the other hand, we are going to analyze the regulations of Non-arm’s length transaction in Company Act and Securities and Exchange Act, referring to the theory and practice, discuss how to judge and apply the regulations. In addition, there are many debates about the removal of the regulations of Non-arm’s-length in Company Act in 2017. And how to solve the issues will be discussed in this thesis at the same time.
We believe that this thesis can help our law to specify the definition of related-party transactions and strengthen internal control mechanism and disclosure mechanism to reduce litigation cost and protect shareholders. Hope that we can figure out how to improve our legal system after the whole discussion.
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