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Professor Wang-Ruu Tseng, Director of the Center, was recently invited by Angle Publishing Co. to deliver a lecture on “Mergers & Acquisitions and Shareholder Protection in the Context of Foreign Companies’ Primary Listings in Taiwan.” Professor Chao-Hung Chen, Deputy Director of the Center, served as the discussant. . The lecture focused on the disputes surrounding […]
Professor Wang-Ruu Tseng, Director of the Center, was recently invited by Angle Publishing Co. to deliver a lecture on “Mergers & Acquisitions and Shareholder Protection in the Context of Foreign Companies’ Primary Listings in Taiwan.” Professor Chao-Hung Chen, Deputy Director of the Center, served as the discussant.
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The lecture focused on the disputes surrounding mergers and acquisitions as well as shareholder protection issues arising after foreign companies obtain a primary listing in Taiwan. By integrating legal design and practical challenges, Professor Tseng provided in-depth analysis. She pointed out that under Taiwan’s Securities and Exchange Act, the “Special Chapter on Foreign Companies” often applies provisions of Taiwan’s securities laws mutatis mutandis. However, after foreign companies are listed in Taiwan, the differences between the home country’s laws and Taiwan’s legal framework frequently give rise to problems in protecting shareholder rights. In practice, the Taiwan Stock Exchange requires foreign issuers to adopt articles of incorporation provisions as a safeguard mechanism, but these provisions must not contravene the mandatory laws of the company’s jurisdiction of incorporation, thus leaving institutional limitations in place.
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Professor Tseng further analyzed two Taiwanese cases with similar facts but differing outcomes, using them as a starting point to explore how to navigate the interplay between governing law, court jurisdiction, and articles of incorporation when dealing with shareholder remedies involving foreign companies. She also drew on the experience of Cayman-incorporated companies that faced shareholder lawsuits and remedies after going private and delisting in the United States, highlighting the practical challenges cross-border investors encounter in protecting their rights.
For related video information on this lecture, please refer to:
https://www.angle.com.tw/book.asp?BKID=17719
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