| 英文摘要 |
From the perspective of globalization and highly-flow of international capital, we should stimulate investments from foreign capital to further enhance the global market shares and of companies in Taiwan. The business mergers and acquisitions(M&A) are the most important subjects in the capital market. Industries under the background of global competition usually accomplishes their global business network by M&A have many crucial factors to concerned such like economic analysis, legal system, accounting, financial affairs, tax, labor relations. The control of the whole relevant legal system environment is the most important method to find the balance between-competition the development of industry and fair-market-competition when industries trying to evaluate the competition abilities by merger. Finance is the core of modern economy. That′s why banking holds a very important position in the financial system of the country. On one hand, safety and soundness of this business are the key factors of financial stability and development. On the other hand, the supervision is also essential to the operation of the banking system.
The study focuses primarily on legal issues regarding 〝A study of Private Equity Fund ：From the M&A of the Banks. 〞Such study is first approached by describing the recent case of 〝The acquisition of China Strategic Holdings Ltd (CHS) and Nan Shan Life Insurance Co,Ltd.(NS) from AIG〞, and by employing comparative legal study method. Among other things , it analyzes how the foreign private equity fund might affect the Taiwan market and local legal system. And, it overhauls the government′s legal policies and the regulation about foreign investment. In particular, this thesis aims to provide related analyses and recommendation, based on research through comparative laws and cases and the private equity industry worldwise, to establish an integrated supervision and review system regarding leverged buyouts and M&A of the Banks transaction conducted by foreign private equity funds.
In starts with the basic conception of 〝private placement〞,〝private fund〞and〝private equity fund〞with its definition, types, organization, contracts and investment strategies, and then describes the probable isues of risks and regulations derived from investments conducted by private equity funds. By referring to the comparative lws, it focuses on the issues of〝disclosure〞and〝the corporate governance〞and〝the bank supervision〞and〝the legal of M&A〞.
This article first discusses about the condition of The Basel Committee and the relative rules announced by the committee, and takes the discussion as a base, to confer so–called New Basel Accord and its financial governance rules, and the rules and laws about cross-border financial governance. In the respect of the corporate governance ， as to the duty of loyalty, it′s appro priate to re-examne the present echanisms which deal with conflicts of interest and protections to the minority shareholders. Fiduciary duty principles under M&A are varied. In negotiated and friendly M&A, the legislators shall accord to business reality to determine separated director′s obligations in varied stages. As to hostile takeovers, from the perspectives of information asymmetry, directors are expected to actively analyze and determine whether such transaction would benefit the corporation, or take defensive advices. The next, this dissertation is focus on the legal system of business mergers and acquisitions in Taiwan and concerned legal system of western countries(such as U.S.A. and E.U) for reverences. In the content, the part is defining the concept of mergers and acquisitions and then discussing various types of them, which helps clearly defining the range of merger or consolidation discussed in this dissertation, and procedure of them.
|
