英文摘要 |
The prospectus regulations represent the first hurdle of disclosure information of a public company in the public offering market. In order to applicate for approval to publicly offer and issue securities, an issuer is required to submit a prospectus, in addition to the business plan, financial statements, and other relevant statutory documents to the competent authority. Regarding the specification of the prospectus, the Article 30 of the Securities and Exchange Act has more specific regulations and grants the legislative authorities to the Financial Supervisory Commission for the prospectus regulations; the obligation of delivering prospectus to subscribers is also regulated in Article 31; and Article 32 shows the legal liability for false information or omissions of prospectus. Under the doctrine of substantive management in Taiwan’s prospectus regulations, there are very few cases where the issuer is sued for false information or omissions in the prospectus. In fact, the current legal system of prospectus has generally become formalism in Taiwan, and the prospectus is becoming overloading information. Therefore, this study reviews the legal structure and the norm to disclose information of prospectus regulations in Taiwan’s Securities and Exchange Act, including preparing, reviewing, delivering the prospectus and those obligations and punishments for false information or omission. However, with the long-term application of prospectus regulations, there are some controversies and shortcomings in the legal system of prospectus regulations in Taiwan. As a result, this study also reviews the current practices of the prospectus regulations and proposes suggestions for improvement. |