英文摘要 |
Since New York Stock Exchange amended its direct listing rules to handle the direct listing of Spotify in 2018, direct listings have received attention from international capital market laws as an alternative listing method. Direct listings can save the stock issuance process and underwriting procedures and allow issuer shareholders to trade their stocks in the secondary market, which is an appealing listing method for companies that do not need to raise funds but wish to create liquidity to their stocks. Therefore, it has the potential to serve as a major listing method separate from traditional IPO listings. Direct listings, however, also incur certain regulatory concerns, such as weakening the gatekeeper function of underwriters, an uncertain amount of circulating stocks, and unstable stock price, which have become crucial issues for direct listing laws. In comparison, Taiwan’s listing rules are affected by the investor protection concerns triggered by the traditional underwriting of issued shares and thus require underwriting of primary shares as the principle since the underwriting reforms in 2004. Requirements derived therefrom, such as mandatory IPOs, mandatory underwritings, mandatory central deposits, and mandatory emerging market listing, all constitute legal restrictions to introducing direct listings in Taiwan. This paper thus studies the current listing rules of the Taiwan Stock Exchange and adopts a comparative legal research method, based on the direct listing rules and cases recently developed in the United States, to assess the benefits of direct listings in Taiwan’s capital markets. It further explores whether to introduce direct listings in the future and the basic principles to be followed when designing the direct listing laws in Taiwan. |