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对于敌意并购,各国立法政策上是否应采取董事会中立主义或董事会优先原则,涉及每一国家股东信息不对称、公司股权结构及公司治理等复杂问题,可能一时之间仍难有共识。在台湾地区,现行法制似较倾向采取董事会优先原则,则目标公司董事会对敌意并购所采取之防御措施是否违反受任人义务,并不是假议题而是真实必须立刻面对的问题。本文针对此一议题援用实际案例加以深入研究。
Whether hostile mergers and acquisitions should take the legislative neutrality principle of the board of directors or the priority of the board of directors in various countries involves complicated issues such as information asymmetry in every country shareholder, ownership structure of the company and corporate governance, and it may still be hard to come to a consensus after a while. In Taiwan, the current legal system may be more inclined to adopt the principle of board priority. Whether the defensive measures taken by the board of directors of the target company against hostile mergers or acquisitions violate the obligations of the employees is not a false one but a real one that must be immediately faced. In this paper, a practical case is catered for on this issue for further study.