1. 中國文化大學法律學研究所
碩士論文
企業併購與組織再造類型之研究─
企業併購與組織再造類型之研究
兼論外商併購中國大陸企業之法制
A Study on Business Merges and Acquisitions
and Their Categories of Restructuring: China’s
Legal System of Merging with Local Enterprises
指導教授:何曜琛
研 究 生:高偉峻
中華民國 98 年 6 月
12. Abstract
Since more and more Taiwanese investors require mergers and acquisitions
across Taiwan strait, this thesis focuses on practical business operations, first
discussing Taiwanese Business Mergers and Acquisitions Law and then
examining what issues the enterprises may face upon in Taiwan. When a
Taiwanese enterprise make acquisitions with local ones in China, the investors
have to deal with the issues of China’s legal system after having legally
transferred the required capital into China. For the purposes of helping
Taiwanese investors run their restructured enterprise in China, the author
compiles a clear list of Chinese M&A laws, including without limitation Interim
Provisions on the Takeover of Domestic Enterprises by Foreign Investors and
Anti-monopoly Law of the People’s Republic of China. This thesis is
indispensable for foreign investors to do mergers and acquisitions in China.
On the one hand, not only does this thesis contain the analyses of Chinese
legal provisions, but the previous difficulties of practical operations, providing
Taiwanese investors with a realistic example in running a restructured enterprise
in China as well. On the other hand, this author advances a suggestion that
Taiwan lawmakers amend the related laws in order to allure foreign investment
in Taiwan.
Key Words: mergers and acquisitions, acquisitions, stock swaps, listed company,
State-owned enterprise, special purpose vehicles, foreign direct
investment.
X