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Mergers, Acquisitions and Government Regulation─start from the Legal Risks of the Enterprise and the Management
Mergers and Acquisitions,Government Regulation,Regulation Theory,Rule,Standard,Fiduciary Duty,Judicial Review,Special Committee,Adiministrative Regulation,Cross-Border Mergers and Acquisitions,
|Publication Year :||2014|
Mergers and acquisitions is a popular topic in commercial and corporate law. The legal system of M&A is related to multiple legal disciplines in academy and in practice, and also influences the development of the capital market, constituency interests and even the economic and industrial policies. While there are abundent researches on M&A, there are still numerous controversial issues in practice, and the amendment of the M&A statutes never stop. It is clear that the legal system of M&A is not in a perfect condition, therefore, it is urgently in needof further improvement.
This thesis analyzes the M&A regime through the regulation theory, and focus on the legal risks faced by enterprises and its manageersinteraction. Government regulates M&A activities by statutes to advance public interests or maximize aggregated welfare, to be specific, the primary objective of M&A regulation is to protect the corporate constituency, and achieve the policy concerning the development of the economy, capital market and corporate competitiveness. However, M&A regulation will also influence the parties who are regulated, and generate legal risks to enterprises and its management. In addition, there are inevitable conflicts among the different goals and merits, hence the significant task of M&A regime is to evaluate, balance these goals, merits and interests and make tough choices in the end. As a result, this thesis aims for how to set up an optimal regulation form which regulation may balance multiple goals and merits appropriately.
This thesis begins with the regulation theory, and tries to integrate it with the M&A statutes. Besides, this thesis introduces the “Rule-Standard” methodology to be a feasible mode to analyze M&A statutes. Second, this thesis introduces the judicial review in detail by comparing Taiwan’s law with Delaware’s jurisdiction. Then, this thesis illustrates the other part of M&A regulation, administrative control. Among the contents mentioned above, this thesis will explore the deficiency of the law in force and analyze the legal risks faced by the enterprise and its management.
|Appears in Collections:||法律學系|
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