| Summary: | 博士 === 國立臺北大學 === 法學系 === 93 === ABSTRACT
The Study of Corporate Purchase of Its Own Shares
by
CHIU, CHIU-FANG
December 2004
ADVISOR: Dr. LIU, LEN-YU
DEPARTMENT: GRADUATE SCHOOL OF LAW
MAJOR：CORPORATE LAW
DEGREE: DOCTOR OF LAWS
The purpose of this thesis is aimed at improving our present legal system of shares repurchases , helping our country to keep paces with other modern countries, and furthermore, pushing our enterprises to maintain the flexibility and efficiency and do their best to promote our country’s economic development. The referred documents of this thesis include English, Japanese and Chinese books and periodic, and the concerned studying method is comparing the concerning foreign legal systems.
In light of the legal systems of shares repurchases in the developed countries, they can be roughly divided into American system and European system. The legal basements of our present system are Art. 28-2 of Securities and Exchange Act and Art. 167-1 of Company Law, and they were originated form Japan’s regulations before 2001. Although having adopted the European system for such a long time, Japan authority changed her mind and transferred to American system in 2001.
At first, this thesis will introduce the two aforementioned legal systems and discuss the differences between them to improve our future amendment of the concerned provision. Secondly, it will introduce the two Japanese systems before and after 2001 in order to dissolve the related problems of our present system and to promote the job of future amendment. Further, it will introduce our present legal system of company’s buying-back its own stock shares and the legal opinions of the concerned authorities to improve the better understanding of our nowadays conditions; Comparing with the aforementioned systems among US, European and Japan, it will discuss and analysis the possible models and methods of improving our system and offer some suggestions to improve our present system of shares repurchases. Finally, it will result into 11 opinions to improve our present system of company’s buying-back its own share in Chapter 8.
At present, we face the facts as following: the quick development of our country, the internationalization of our market, and the important role stock market plays in our economic, the word’s trend of libertization of shares repurchases and the company’s need to release regulation of shares repurchases. In the work of further amendments, the authority should consider sincerely to permit the company to set its own purpose, use and disposing of shares repurchases without any legal limitation, to give more space to company for deciding the scope of buying back and disposing , to promise the runner of company more flexible to meet their requirements and to push the system of shares repurchases to do its best; on the other hand , the authority should put more responsibility on the shoulder of the runner of company, enhance the company governance and strictly carry out the monitoring system of stock market in Securities and Exchange Act.
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