Disclosure of the Status of Large-Volume Holdings in Share Certificates——Fragments and Reconstruction
Date Issued
2016
Date
2016
Author(s)
Lai, Yi-Chen
Abstract
In 1988, the Taiwan Securities Exchange Act had referenced to the US Securities Exchange Act of 1934 to introduce the reporting system of large-accumulation in share, requiring anyone who acquire shares of a public company for more than 10%, should disclosure the fund of acquiring, the purpose of obtaining, and the background of the perpetrator etc., in order to inform the issuing company and investors understanding the changes and the trends in shares. The Financial Holding Company Act and the Banking Act in Taiwan also has similar systems. However, the Securities Exchange Act in Taiwan has only a single provision of Section 43-1(1) as the normative content, in the legal hierarchy giving rise to the insufficient of rule density. The reporting points established by the FSC had been declared unconstitutional by Grand Justices No. 586 Explanation, which conflicting with Principle of Legal Reservation. Although the content of the reporting system has not yet been clarified, the Taiwan M&A Act introduced the reporting system of large-accumulation in share with M&A purposes in 2015. It is time for us to take advantage of this opportunity to conduct a comprehensive review of the whole content. With the analysis of this article, we can be informed that neither the set up nor the amend of the reporting system, is combined with fragments of foreign legislations, lacking an unified interpretation of its objective, and existing the problem of the excessively loose elements and effectiveness of the system. With the recent trends in the international capital market enhancing the transparency of transactions, the importance of the reporting system of large-accumulation in share would gradually become an essential element of the securities market. It is necessary to refer to foreign legislations to amend both the elements and sanctions of the reporting system, so that to insure the purpose of investors protection to be achieved.
Subjects
Disclosure of Large-Accumulation in Share
Equity Security
Beneficial Ownership
Interest in Share
Disclosure of Major Shareholding
Implied Private rights of Action
Type
thesis
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