| dc.description.abstract | Insider trading is a common problem in the global capital markets, In recent years, it has become a trend to expand territory and promote economies of scale by means of mergers and acquisitions. This kind of business behavior is essentially a way of external growth of the enterprise. However, the risks of mergers and acquisitions are far greater than those of other commercial activities, the reason is that mergers and acquisitions are a series of processes. The relevant information obtained in this process is equivalent to the insider information regulated by the Securities and Exchange Act, and the information of merger and acquisition of these enterprises has highly negotiated property value, and because of information asymmetry, it often becomes the hotbed of insider trading.
Article 157, article 1, Paragraph 1 of the Securities and Exchange Act has been written on this issue, to make relevant regulations prohibiting insider trading and to authorize the principal authorities to make administrative orders. However the court is an independent judge, it shall not be bound by administrative orders made by the competent authority, therefore, it often results in disagreement in practice and doctrine. Even the industry has a different view, There are also many different criteria for judging the court itself. From this point of view, for the enterprise merger and acquisition of major news clear time point this part of the lack of law stability.
However, in the business type of corporate mergers and acquisitions, It usually needs to go through a very long process, such as evaluation, contract signing, due diligence, board resolution and other related procedures. Therefore, in the process of enterprise merger and acquisition, how to avoid insider trading and whether to judge whether insider trading is involved has always been an important issue in practice.
In this paper, the legislative reasons and background, domestic and foreign (the United States, the European Union) legal system comparison, Taiwan and the United States several classic indicators of the case as the basis for the analysis and discussion of the significant news clear point in time, the conclusion is expected to be from different angles to enter the significant news clear point in time, In addition to avoid stepping on the legal boundary and affecting the development of enterprises, it also avoids the desire to engage in insider traders. | en_US |