| 英文摘要 |
The recent J.Y. Interpretation No.770 has triggered a heated debate among public and financial law scholars. Main issues include whether the cash out merger under the Business Mergers and Acquisitions Act has infringed shareholders’ property rights, whether information shall be fully disclosed during the merger procedure, and how to determine the purchase price. This article will introduce the system of cash out merger, followed by a comparison of different countries’ fundamental legal frameworks, and discuss appraisal right system and the determination of fair price. Moreover, this article will analyze the reform of the Business Mergers and Acquisitions Act, and assess such reform’s impact on Taiwan’s merger practice. Lastly, to benefit future legal reforms, this article will, by referring to foreign legislations, discuss whether it is appropriate to introduce the protection of minority shareholders into our system. |
