英文摘要 |
A reverse stock split, also known as stock consolidation, is a type of corporate action which reduces dramatically the authorized and outstanding shares by consolidating a certain amount of shares into one share and paying the fractional share by cash. A reverse stock split initiating by controlling shareholders is one way to privatize a company and the functional equivalent of a cash our merger. How to balance between the efficiency achieved by a reverse stock split for controlling shareholders and the protection of minority shareholders? What is the standard of review for controlling shareholders’ fiduciary duty in a reverse stock split? Do controlling shareholders have the duty to explain and duty to avoid voting on the board and shareholders’ meetings resolving a reverse stock split transaction? Can minority shareholders who are cashed out have the appraisal right in a reverse stock split? How to decide the “fair value” of a fractional share? To answer the above questions, this paper analyzes the laws and court decisions regarding a reverse stock split in Taiwan, studies the U.S. laws, important court decisions, and scholarship, as well as the Constitutional Court Interpretation No. 770 of Judicial Yuan in Taiwan. To reach the purpose of enhancing economic efficiency and protecting minority shareholders, this paper proposes an amendment to laws governing fractional shares and the proper court interpretation concerning a reverse stock split. |