The Legal Status of Taiwan Stock Exchange: The Review on Legal Relationship between Stock Exchange and Market Participant from Administrative Law Perspective

This thesis focuses on the legal status of Taiwan Stock Exchange, and reviews the legal relationship between Taiwan Stock Exchange and market participant from administration law perspective. The main purposes of this thesis is seeking for the protection of market participant with the balance of public interests, and discussing on the issue that whether Taiwan Stock Exchange’s action should be deemed as the state action, and follow the general principle of public law. In Chapter II, this thesis reviews the current regulatory system of Taiwan Stock Exchange including the background, current organization, mission scope, and regulatory instruments. In an interim summary, this thesis finds out that the legal status of Taiwan Stock Exchange itself and its regulatory action are both indistinct. In chapter III, this thesis reviews the judicial cases, academic discussions in Taiwan, and introduces the legal status of national stock exchange, such as New York Stock Exchange, under U.S. Securities Exchange Act of 1934 in order to have a comprehensive understanding on the idea of Taiwan Stock Exchange. This thesis also finds out that Taiwan Stock Exchange is a private sector that implements some critical regulatory functions and should be deemed as a regulatory body in Taiwan government’s regulatory structure. In Chapter IV, this thesis focuses on the legal relationship between Taiwan Stock Exchange and market participant, such as issuers and securities firms. In addition, this thesis also discusses whether Taiwan Stock Exchange should comply with public laws when it implements regulatory functions and plays the role as regulatory state. In light of Taiwan Stock Exchange has two main purposes: one is to establish and deliver a stock market to the people, and the other one is to regulate the order of stock market. This thesis believes that those two main purposes derive from state. Furthermore, this thesis also believes that administrative contract is the best way to interpret the legal relationship between Taiwan Stock Exchange and market participant, and it is important to recognize the issue with administrative contract perspective on revised two-tiered theory, the prohibition of administrative act in administrative contract relationship, the prohibition of double jeopardy, effectiveness and application of new laws and regulations in administrative contract, and dispute resolutions. In Chapter V, besides concludes foregoing discussions, this thesis also brings some suggestions on the amendments of Securities and Exchange Act of Taiwan, such as abolish the provisions of membership stock exchange, abrogate or revise ten years limitation of company-type stock exchange, confirm Taiwan Stock Exchange has a regulatory role, legislate the administrative contract of market participant, and abolish the mandated arbitration between Taiwan Stock Exchange and securities firms.