| Summary: | 碩士 === 國立臺北大學 === 法律學系一般生組 === 106 === In mergers and acquisitions transactions, deal protection measures are often used to ensure or guarantee the successful completion of M&A transactions. However, on the one hand, deal protection measures encourage the bidders who are the first to express their bids by compensating the transaction costs, reputation costs and actual payment of the acquirer. On the other hand, it also hinders the willingness of other potential competitors to bid, reducing the benefits that the target company and shareholders may receive. Therefore, how to effectively allocate the interests of the company and its shareholders is an important issue in the operation of the company's merger and acquisition measures.
This article is divided into six chapters. The first chapter is the introduction. This chapter will explain the motivation of the research topic, the way of research, the scope of the research, and the overall structure of the paper.
The second chapter is the introduction of mergers and acquisitions and the obligations of the assignee. In this chapter, we briefly introduce the meaning and methods of corporate mergers and acquisitions. Taiwanese fiduciary duty is mainly regulated in the company law and refers to the US legislation. Therefore, in this chapter, the provisions on the fiduciary duty in the US system will be discussed first, so as to clarify its connotation and standards, as a reference for future reference in Taiwan.
The third chapter is the introduction of the deal protection measures in the merger, first of all, the function of the deal protection measures and the possible controversy. Furthermore, the types of deal protection measures that are common in American law are introduced one by one, and the courts' opinions and evaluations on individual deal protection measures are provided.
The fourth chapter is the judicial review of deal protection measures. After introducing the mergers and acquisitions, fiduciary duty and deal protection measures, this article will introduce the deal protection measures examination system established under the US law. In this way, in the context of different M&A transactions, how does the court review whether the director's choice of deal protection measures violates its fiduciary duty.
The fifth chapter is the application of deal protection measures under Taiwanese law. There is no litigation in accordance with the deal protection measures in our actual judgment. However, in the face of cross-border competition, the future will certainly have related disputes. Therefore, this chapter will introduce the possibility of the application of the common deal protection measures under the US law under the Taiwanese law, and then discuss how the directors should adopt the means of using the deal protection measures before complying with the fiduciary duty.
The sixth chapter is the conclusion. Based on the contents of the previous chapters, this paper will sort out the ideas and suggestions of this article, in order to find that Taiwanese corporate rule of law can be more perfect and achieve the balance between investor protection and capital market.
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