併購契約之侵權行為責任

A Merger Contract involving Tortious Liabilities

雖說企業可以藉由合併及收購的手段去壯大實體規模、順便整合資源，以換取更高的市占率與競爭地位，不諱言此乃成功併購所帶來的利基，蓋透過購買取代創建子公司不僅省時省力，普遍能預期創造一加一大於二的效果。然，併購也可能付出鉅額代價、招致官司災難。二十世紀美國德士古石油（Texaco Oil）收購蓋蒂石油（Getty Oil）導致破產，就是一個血淋淋的失敗案例；而台灣明基併購德國西門子、國巨收購菲利蒲的被動元件部門，也都經驗了慘烈教訓。尤當德士古石油併購案中的目標公司-蓋蒂石油因拒絕履行與賓茲石油公司（Pennzoil）的併購契約，而改以接受德士古石油的高價收購後，所引致Pennzoil與Texaco之間長達四年的一連串訴訟事件。本文爰引介美國德士古石油公司收購蓋蒂石油公司一案，說明併購行為因受到契約法的拘束，而可能產生企業併購倫理、履行契約義務等侵權賠償責任。

Although companies can expand their entity scales through merger and acquisition (M&A),a nd by the way accomplish integration of resources, in exchange for greater market share,and obtain a better competitive position, it has no doubt that a successful acquisition will bring a niche instead of establishing subsidiaries,which not only saves time and effort but also expects to create the effect of one plus one greater than two. However,a failed merger may also pay a huge price and result in legal disasters afterwards. For example,in the 20th century, the United States incorporation, filed for bankrupt after acquisition of ,w hich was considered a bloody failure. While the Taiwanese ,C ontinental Systems Incorporation, acquired Germany Siemens's passive components department and Corporation acquired department,have also experienced bitter lessons. In the litigations of merger case, as the target company who refused to comply with merger contract,tur ned to accept the Texaco Incorporation's better offers,wh ich later brought about subsequently a series of lawsuits. This paper aims to discuss the case of ,accounts for how a merger is bound by the contract law,and consequently a merger's acquisition ethics,cont ractual obligations,a s well as tort liability may arise.