經營企業如要快速成長，併購是最快的方式；同樣地，經營企業難免會遭遇他人併購的議題。歐美國家企業的併購活動歷史悠久也非常盛行，法令準則也發展的非常完備。相較國外的企業併購案件，國內的企業併購案件尚有取他山之石攻錯之學習空間，因此，有關企業的併購法制環境應有改善與提升的空間。 企業併購的條件是否公平、合理或有無客觀的分析報告讓全體股東作為決策參考，是企業主面對併購議題時，須審慎因應的重要因素，更是併購成敗的關鍵；此外，企業主於進行併購決策前，更要審酌併購有無涉及不合法的壟斷或不合理的競爭行為；而在併購程序中，企業主應善盡董事會善良管理人注意義務，以兼顧公司最大利益為導向，而非徇私為己。 綜上，企業主及身為企業法務的建言者，不僅要以上述觀點因應企業之經營與所有，平時更要以強化公司治理為公司永續發展之根基，面對任何併購議題時，也唯有落實公司治理的企業，能從容應對併購的挑戰。 Mergers and acquisitions (abbreviated M&A) is an aspect of corporate strategy that can help an enterprise grow rapidly. Enterprises might inevitably encounter the issues of mergers and acquisitions by other corporate at the same time. The M&A activity has very long history and it is very popular in both Europe and the United States, the standard of the laws is well developed in these countries as well. In compare to the M & A cases in foreign counties, there is still a learning and improving space for the government to reconsider relevant regulations and make proper regulations to safeguard the transaction. When the business owner faces the issue of M&A, he should carefully exam whether the condition of M & A is fair, reasonable, and if there is an objective analysis report for stockholders to make a decision. These factors are the keys in success of M&A transaction. In addition, the business owner should carefully exam if the M&A transaction is involving an illegal monopoly or unreasonable competitive behavior before he makes the decision. In the process of M&A transaction, the business owner should take the best interests of the entire company in fulfill his fiduciary duty as a Board Director to all the shareholders, rather than favoritism for himself. In summary, as a business owner and an in-house counsel of the corporate, they are not only need to follow the above in running the business but also need to strengthen the management as the foundation of the corporate. When they face M & A issues, the only solution is calmly deal with the challenges by implement the corporate governance.
