從新公開收購法制檢視賴源河、余雪明及賴英照相關學說

Examining the Related Doctrines of Lai Yuan-he, Yu Xue-ming and Lai Ying-zhao from Taiwan's New Tender Offer Legal System

2016年11中旬，行政院金融監督管理委員會陸續發布台灣的新公開收購法制。本文先就該法制進行解釋與分析，整體說明其制度意義。並就其意義檢視賴源河、余雪明及賴英照三位教授的學說。本文發現：樂陞公司案是公開收購史上首次未繳款進行交割案件。對此，政府緊急出台相關法制；學者在學說上未能事先預見與提及。證券市場有其複雜及快速變遷的本質。證券行政之所以困難，學說難以跟上；藉由本文探討，可以得到部分的理解。其次，本文也就個案修正行政命令的模式，提出批判。

The Financial Supervisory Commission, Executive Yuan, Taiwan issued new legal system about tender offer in mid-November 2016. This article is proceeded to explain and analyze the legal system, and made a description of the whole meaning for this system. Besides, the doctrines of these three professors, Lai Yuan-he, Yu Xue-ming and Lai Ying-zhao will be reviewed as far as the meaning of the legal system. It can be found in this article that the case of XPEC Entertainment is the first transacted case which has been paid but delivered in tender offer history. Thus, the government issued related legal system urgently, and the scholars couldn’t foresee and mention in advance. Securities market has the essence of complexity and fast change. Security administration has its difficulties and so the doctrines are difficult to be kept pace with it. It can be acquired partial understanding through discussion in this article. Secondly, the article is to criticize the amendment mode of administrative orders.