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    Please use this identifier to cite or link to this item: http://ir.lib.ncu.edu.tw/handle/987654321/80852

    Title: 論我國內線交易重大消息明確性之認定-以企業併購案件為探討核心
    Authors: 李家瑋;Lee, Chia-Wei
    Contributors: 產業經濟研究所
    Keywords: 內線交易;重大消息;企業併購;重大性;明確性;成立時點;Insider Trading;Inside information;Merger and Acquisitions;Materiality;Precise Nature;specific point
    Date: 2019-07-09
    Issue Date: 2019-09-03 15:11:54 (UTC+8)
    Publisher: 國立中央大學
    Abstract: 全球化時代來臨,國際貿易交流頻繁,商場變化速度加劇,企業擴張版圖方式亦不同以往,改採水平或垂直整合之併購模式增強企業競爭力,除強化企業自身體質,亦能大量降低摸索期間,係近代主流的商業策略。併購的發生,同時也代表一家或數家公司經營的重大改變,公司的價值也隨併購內容連帶影響投資人對公司未來的評價,公司的市值亦將反映在公司的股票價格。因此,若能提前知悉併購消息,並於併購案消息公開前發生前先行買賣股票,無論買賣股票係為獲取私益或規避損失,均可能對其他尚未知悉消息之投資人造成損害。



    ;The era of globalization is here - more and more frequent international trades in various forms, with intensified changes in business environment. Hence the way of merge and acquisition among enterprises have reshaped as well as integrated horizontally or vertically to strength the competitiveness. This reinforces a greater quality of the enterprises and also reduces the period to explore significantly and therefore becoming one of the major expansion strategies. M&A represents a major change within the operations of one or several companies. The companies involved within an M&A play an important role in the future value, and therefore it makes a direct reflection of the future stock price of such companies. With that being said, any inside information may benefit individuals with trade advantages before the information had disclosed to the public and hence it could cause financial damages to the general public investors, regardless of the purpose of inside trading.

    With more and more M&A increasing over the years in both number and value, the higher impacts that companies involved, the possibility of the insider trading occurred. Recent M&A that has caused serious disputes regarding to insider trading from industry and from academic perspective are ”Powerchip” (力晶案) and ”Green point” (綠點 案). According to Section 157-1 (I) of Taiwan′s Securities Exchange Law, insider trading is prohibited. However, there are different views and arguments when defining significant issues within the corporation and timing is also the essentiality here. Industries are holding different opinions against the court; and moreover, even the court itself has expressed inconsistent views from time to time it eventually led to the instability in actual practice.

    There are various uncertainties and factors contributing to the high complexity of a M&A. Also due to individual cases and approaches along the negotiation process, there are many ambiguous areas throughout the entire M&A; as a result, it is even more challenging to define the word “insider information“.

    The purpose of this article is going to review the historical background of banning insider trading first, to gather and analyze relevant substances and cases along with supporting literatures later and then to propose a consistent and reliable legal ground in the end. Also the expectation from the author is trying to help enterprises that are going through M&A with a more clear and specific guideline; and also to prevent legal loopholes being abused.
    Appears in Collections:[Graduate Institute of Industrial Economics] Electronic Thesis & Dissertation

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