論企業併購少數股東權益之維護—以亞太電信被合併案為例

Abstract

我國導入公司治理制度已逾20年，透過公司治理評鑑等制度，使公司逐步建立公司治理觀念。企業為求成長公司持續成長，以透過併購方式為之常使用之手段，然，企業透過併購成長時，經常會引發爭議，主要為少數股東抗議收購價格不合理及程序不公平等問題，質疑大股東因握有董事會決議等權限，可能訂定不利少數股東之條件或併購價格，損及少數股東權益。 本文擬透過分析亞太電信被併購乙案，探討我國企業併購法對併購案之相關規定。在公司治理制度之架構下，論述併購案法律程序如何進行，以及如何保障少數股東權益。此外，將探討併購對價的採用方法及其評估方式，進而當出現反對股東時，將檢視司法實務上對異議股東公平價格之裁定，用以檢視併購流程之是否符合正義程序，給付合併對價款價格的實質程序，以作為日後併購行為妥適性判斷及法制強化與周延之參考。

Our country has been implementing corporate governance systems for over 20 years. The authorities have actively promoted corporate governance through measures such as the issuance of the corporate governance blueprint and corporate governance evaluations, with the aim of strengthening corporate governance culture in listed companies and establishing relevant systems. To keep growing, companies often turn to mergers and acquisitions. However, when companies grow through mergers and acquisitions, it often leads to disputes. For example, minority shareholders may protest against unreasonable acquisition prices and unfair procedures, questioning whether majority shareholders, who have the power to make board decisions, may impose unfavorable conditions or acquisition prices that are detrimental to the interests of minority shareholders. This thesis aims to analyze the case of Asia Pacific Telecom’s acquisition to explore the relevant regulations of our country’s corporate M&A laws. Within the framework of corporate governance systems, it discusses how the legal procedures of M&A cases are conducted and how the rights of minority shareholders are protected. It will explore the methods of acquisition and evaluation. Additionally, the thesis will examine judicial practices regarding the Fair Price Ruling when dissenting shareholders are against the board resolutions and acquisition prices. The aim is to review whether the M&A process complies with due process and whether the acquisition prices are reasonable, and to serve as a reference for judging the appropriateness of future M&A activities and the improvement and thoroughness of legal systems.