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A Study on XPEC Tender Offer Case:Discussions on Court Decisions and Institutional Adaptations
Tender Offer,Tender Offeror,Mergers and Acquisitions,Corporate Governance,Case of XPEC Entertainment,
|Publication Year :||2020|
Taiwan's Securities Exchange Act was amended in 1998, Article 43-1 was added with reference to the western enterprise M A regulations. In recent, the action of public tender offers has been gradually acceptable by the companies in Taiwan by active promote the related policies from Taiwanese government. The successful public tender offer to acquire XPEC turned out to be a securities fraud transaction on August 31, 2016. It shocked the capital markets since this kind of frauds was first seen and XPEC also concealed the fact that the controlling shareholders with control rights used operating opportunities to engage in illegal transactions and obtain improper interests, which both violated the rights of the firms and shareholders and seriously jeopardized the development of capital markets. The stock price of XPEC decreased by as much as 88.57%, which made it the largest landmine stock in 2016. The stock was even delisted from the OTC market, and affected as many as 22,000 shareholders. This event brought tender offer rules under the spotlight and drew public attention. This failed tender offer also forced the government to review not only the regulations but also the issues in relation to corporate governance and minority shareholder rights. Subsequently, the government swiftly revised the tender offer regulations. As a response to the debacle that a failed tender offer for shares of XPEC case caused, a short paragraph was inserted into the Section 2 of Article 43-1 to require the tender offeror to provide documents that it has the ability to perform payment of the tender offer consideration.
Frist of all, this article introduces the tender offer regulations, the reasons of legislation, and practice ideas. This article then discusses the influence of the XPEC case for tender offer regulations. Finally, presents the judicial review of current regulations and scholarly views on institutional adaptations of tender offer in Taiwan’s securities regulations, and then puts forward the author’s personal view and suggestions.
|Appears in Collections:||事業經營法務碩士在職學位學程|
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