| dc.description.abstract | In the modern commercial activities, the merger and acquisition activities become more and more prosperous, therefore, the anti-takeover defenses relatively change with every passing day so much. As a result, this paper makes a study of that, when the target company faces a hostile takeover threat, whether the management should take anti-takeover defenses, how these anti-takeover defenses that the management uses are all reasonable and appropriate.
The first charter explains the motive, purpose, range, and method of this paper in substance. Next, the second charter introduces the applicable anti-takeover defenses in American and Taiwan. Furthermore, the third charter promptly discusses that, whether the management should take an anti-takeover defense when they meet the hostile offer threat, even, before the threat happens. So, this charter is just put the stress on that, how these anti-takeover defenses affect shareholder wealth. Here, the method of this paper is the “Ex Post/Ex Ante Cost Benefit Analysis.”
Then, the fourth and fifth charter respectively discuss about the available anti-takeover defenses and the regulation of the anti-takeover defenses in American. Similarly, the sixth and seventh charter discuss about the same problems in Taiwan. Afterwards, the eighth charter makes the comparable analysis about applicable anti-takeover defenses between American and Taiwan. Further, this charter confers the central problem that whether those popular anti-takeover defense in American can be used in Taiwan. Besides, this charter discusses about some shortcomings in Taiwan legal system, and also it provides some suggestions for these flaws. Eventually, the ninth makes the conclusion of this paper.
This paper concludes that, ex ante the anti-takeover defense may not decrease shareholder wealth, even, perhaps increase shareholder wealth. Hence, the management should act for shareholder interest on basis of the fiduciary duty. That is, the management not only has equity to take anti-takeover defenses, but also has liability to take anti-takeover defense to protect shareholders from the inappropriate offer threat. | en_US |