文章大綱
Professor Wang-Ruu Tseng, Director of the Center, published her study “Mergers & Acquisitions and Shareholder Protection in the Context of Foreign Companies’ Primary Listings in Taiwan” in the June 2025 issue (No. 361) of the Monthly Review of Law. The article provides an in-depth analysis and institutional reflection on the disputes over mergers and acquisitions […]
Professor Wang-Ruu Tseng, Director of the Center, published her study “Mergers & Acquisitions and Shareholder Protection in the Context of Foreign Companies’ Primary Listings in Taiwan” in the June 2025 issue (No. 361) of the Monthly Review of Law. The article provides an in-depth analysis and institutional reflection on the disputes over mergers and acquisitions (M&A) and shareholder protection that arise following foreign companies’ primary listings in Taiwan.
.
In the article, Professor Tseng notes that cases of delisting through M&A by foreign companies in Taiwan have sparked investor dissatisfaction and drawn close scrutiny from regulators. Under the current framework, shareholder protection mainly relies on provisions in companies’ articles of incorporation, but these provisions cannot contravene the mandatory laws of the companies’ home jurisdictions, thereby limiting their effectiveness. Furthermore, the Taiwan Stock Exchange adopts different regulatory approaches to M&A-driven delistings and other voluntary delistings, the rationality of which remains open to debate.
.
Specifically, when investors dispute the fairness of the M&A consideration in the case of Taiwanese companies, they may petition the court to determine a fair price. However, when the subject company is a foreign issuer, the interplay of governing law, international jurisdiction, and articles of incorporation often makes shareholder remedies more difficult. Using two Taiwanese cases with similar facts but divergent rulings as a starting point, and drawing on the experience of Cayman-incorporated companies facing shareholder litigation after going private and delisting in the United States, Professor Tseng analyzes the legal complexities and practical challenges involved. The study concludes that Taiwan should further clarify the applicable law and procedural design to better balance investor protection with the feasibility of cross-border regulation.
.
The full article is available for download at:
https://lawdata.com.tw/tw/detail.aspx?no=536137&listkey=
Back
其他活動和消息
-
2026.01.21
NewsCIEL Deputy Director Yang Yueh-Ping’s Featured Lecture｜Transparency of Legal Person and Legal Arrangements
-
2026.01.02
NewsCIEL Deputy Director Yueh-Ping Yang — Research Publication｜Control and Ownership of Digital Assets: Taiwan
-
2025.12.20
NewsCIEL Deputy Director Yueh-Ping Yang Invited to the Conference “Major Constitutional Challenges in the AI Era”
-
2025.11.25
NewsCIEL Director Professor Wang-Ruu Tseng and Deputy Director Professor Yueh-Ping Yang Invited to Attend FSC Public Hearing
