To Compare Appraisal Remedy of the Dissenting Shareholder － Focus on its Qualification

• Main Authors: Ya-Ping Sun, 孫雅萍
• Other Authors: 莊永丞
• Format: Others
• Language: zh-TW
• Published: 2013
• Online Access: http://ndltd.ncl.edu.tw/handle/94481041568695200422

碩士 === 東吳大學 === 法律學系 === 101 === This thesis discusses whether the shareholder who meet the prerequisite of appraisal right to sell its stock through the centralized market or not, when the Board of public company decide to merge with another company shall draft a contract of merger according to the Company Act article 317. If the answer is affirmed, the objecting shareholders have right to transfer their stocks before the reference date of the merger, whether assignees also have right to claim appraisal rights or not. In order to increase the speed and accuracy of stocks market, all stocks of public traded companies shall be traded under open, fair situation thought a fully automated securities trading (FAST) system. Investors may place an order in person, by phone, fax or internet. Orders are entered via terminals on securities firm’s premises into TWSE’s main computer, and are processed and executed by the trading system on a price-and-time-priority principle. Orders of all securities (except for warrants) are matched by call auction. Therefore, it is difficultly to know the assignee’s stock result from the objecting shareholders whom own appraisal rights. So, how can we fill this leak? What kind the way can reach the goal of efficiency and protecting people’s property? We may adopt “deposit” pursuant to MBCA to stipulate the company shall deposit total amount to the court, such amount is equal to the result of shareholder meeting to multiple fair value of each share. If the objecting shareholders transfer stocks through centralized market before the reference date of the merger so that the claiming shares are higher than the objecting shares of shareholder meeting, the company only be liable for the objecting shares of shareholder meeting that is fair to the company and objecting shareholder. Besides, if the company bears the deposit cost may decrease the loading of objecting shareholder to take its investment back, it can balance the interest conflict between major shareholders and minor shareholders.