| Summary: | 碩士 === 國立臺灣大學 === 法律學研究所 === 102 === In the tide of global merger and acquisition, hostile takeover has long been a focal point on the subject of merger and acquisition. In many countries such as the United States, the European Union, Japan and so forth have already built a set of legitimate and adequate test standards for antitakeover defenses, yet since Taiwan has in 2002 promulgated the Business Mergers and Acquisitions Act, during these past ten years, there has not been any form of laws for the defense tactics against hostile takeover. The thesis starts from describe the circumstances how Taiwan lacks of relevant legal systems, and to highlight the importance of building relevant legal systems on hostile takeover and defensive tactics. Furthermore, the study aims to analyze the Japanese law and the American law by presenting legislative history and opinions of practice and theory, and also to analyze whether these legal systems are suitable as a reference for Taiwan to establish relevant laws in the future.
In recent years, with a number of hostile takeover cases emerging in Taiwan, and to judge from the cases, it is revealed that Taiwan’s corporations are rather resistant to hostile takeover, and of the cases, the target companies tend to adopting antitakeover defenses to resist the hostile takeover bid. Yet due to limited defensive tactics that can be adopted under Taiwan’s law, and that companies tend only to defense when the hostile takeover party has already started its takeover activity, it eventually leads to corporate control contests, resulting in both parties to be suffered losses. The thesis aims to analyze the tendency of Taiwan’s existing law and the potential legal issues in the actual hostile takeover cases, and to point out a policy stance that is more suitable for Taiwan. The study anticipates that Taiwan is able to build perfected hostile takeover defensive tactic-related laws and regulations by balancing the acquisition party and the target company’s interest, with which to strengthen the merger and acquisition legal system.
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