| dc.description.abstract | For a long time, when domestic capital markets mentioned the technical linear analysis of the stock market, they often heard a saying: ＂Thousands of lines are not as good as an insider＂, which can be said to express the influence of insider trading in the capital market. However, due to the incompleteness of the legal system to prevent insider trading and the differences in judicial practice, insider trading is common in our country, and the problem of insider trading in our country has always been judged as a serious country. Therefore, some people joked that Taiwan is a paradise for insider trading. In order to solve this problem, under the high consensus of the Executive Yuan and the Legislative Yuan, the Securities Trading Law has been greatly amended to increase the criminal responsibility for insider trading, and the amendment was passed in 2004.
Insider trading is a common illegal behavior in the securities market. Since insider trading is harmful to the sound development of the securities market, most legal countries now have laws to prohibit insider trading. In recent years, although our country has amended the regulations on insider trading in the Securities Trading Law several times, the problems of insider trading in the securities market are still emerging, which are worthy of in-depth research and analysis.
Enterprise mergers and acquisitions are relatively frequent and important commercial activities in modern times. Many enterprises must rely on enterprise mergers and acquisitions to expand their business scale. The essence of enterprise mergers and acquisitions is a way of external growth of enterprises. Business behavior, the main reason is that corporate mergers and acquisitions are a series of processes, whether hostile or friendly, corporate mergers and acquisitions are means for two companies to expand their scale and integrate resources. M&A news should be regarded as valuable information. If an insider buys the target company’s stock before the news is made public, although they can take advantage of the opportunity to make a fortune, they may fall into the risk of being accused of “insider trading.” The news of corporate mergers and acquisitions has a high property value for bargaining. In corporate mergers and acquisitions, because the news of corporate mergers and acquisitions is not equal, it often becomes a hotbed for insider transactions.
With the trend of globalization of enterprises becoming more and more obvious, the competition between enterprises is becoming more and more fierce. From the perspective of enterprise organization, in order to improve competitiveness and comprehensive performance, enterprises can choose to adopt corporate strategic alliances or corporate mergers and acquisitions to improve business operations. and strengthen competitiveness. However, in the process of mergers and acquisitions, after the news of mergers and acquisitions is announced, regardless of whether the mergers and acquisitions are successfully completed afterwards, the stock price of the target company will often be greatly affected. Because of this, insider transactions often occur before mergers and acquisitions. The stock god Warren Buffett (Warren Buffett) said in his book ＂The Snowball＂ (THE SNOWBALL; Bloomsbury, 2008): ＂The first task of company insiders is to protect the existence of the company. put the company in great danger.＂ It is undeniable that insider trading has a serious negative impact on the fairness of securities transactions and the company′s goodwill, and should be strictly prohibited by legislation. Therefore, this article will start from the basic theories and norms of insider trading in the US securities market, review and compare the current legal system of insider trading in my country, and focus on the merger and acquisition cases of Chinese companies as a reference for future amendments and improvements in my country. | en_US |