The Appliance and Development of freezeout in Taiwan — A Research Based upon British and American Legal System
Date Issued
2014
Date
2014
Author(s)
Liang, Yu-Wei
Abstract
The terminology, freeze-out, in corporate law denotes that, through legal or business methods, managers, directors or controlling shareholders of a company use their predominant positions to seize hold of stocks of the minority shareholders. Consequently, these disadvantaged shareholders lose their identities as shareholders, and will be forced to leave the original company.
Though freeze-out is actually adopted and practiced in Taiwan, our jurisdiction is devoid of its related legislation and verdicts. Therefore, in my master treatise, I am going to raise several doubts as follows：Firstly, does freeze-out exist in Taiwanese legal system? If so, how do we apply this concept? Further, how do Taiwanese courts solve the controversies related to freezeout?
For many years, freeze-out has been more integrally exercised in United Kingdom and United States than in Taiwan. Therefore, in order to observe how freeze-out works in Britain and America, this thesis will begin with the two different types of freeze-out used in both jurisdictions－the involving controlling power transaction and non-involving controlling power transaction, and their associated legislations and verdicts.
In addition, considering our deficient institutes with regard to freeze-out, this thesis will then discuss the possibility to put the two differentiations of freeze-out in England and the States, the involving controlling power transaction and non-involving controlling power transaction, to use in Taiwan. To achieve this end, the more thorough research into our current corporate law、business mergers and acquisitions act will be my methodology. First, I will analyze the issue whether the fiduciary duty theory could be the underpinning to validate freeze-out in Taiwan. Besides, I will try to discover if there is room for the minority shareholders when facing freeze-out.
In conclusion, although operating freeze-out might bring some damages to minority shareholders, it would simultaneously benefit the company as a totality. Thus, to balance the possible harm occurred to minority shareholders by freeze-out, we should establish and legalize a complete system of freeze-out, which consists of its definitions, the judgment of legality and proper procedural requirements, in Taiwan.
Subjects
逐出少數股東
受任人義務
合併逐出
公開收購逐出
少數股東之保障
完全公平原則
Lindley標準
澳洲方法
Type
thesis
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