本研究探討企業宣告私募股權之動機對宣告時之折價幅度、異常報酬，以及其後續的執行率與經營績效之影響。並將私募案依投資人加以分類，區分為積極性私募、管理階層私募與消極性私募，各類私募分開探討其動機、執行率與經營績效。 實證結果發現，企業選擇私募股權融資的動機如下：(1) 進行積極性私募之動機，並無法以監督需求假說解釋之；(2)自利交易為進行管理階層私募之動機；(3) 進行消極性私募之動機，並無法以控制權鞏假說解釋之。 私募實際執行與否的影響因素方面，實證結果如下：(1) 積極性私募因為研究樣本過少，無法進行實證分析；(2) 管理階層私募方面，當預計發行股數佔流通在外股數比例較高時，實際執行的可能性較高；(3) 消極性私募方面，投資機會於宣告後增加，實際執行的可能性較高，然而當內部人持股比例低於5%或高於25%時，實際執行的可能性較低。 至於私募之執行與後續經營績效之關聯性，實證結果發現：(1) 積極性私募由於研究樣本過少，無法進行實證分析；(2) 執行管理階層私募之公司，其經營績效於執行後確實獲得提升；(3) 執行消極性私募之公司，其經營績效於執行後確實獲得提升，然而此發現並不支持控制權鞏固假說之預期。 / This research mainly discusses the motivations of firms which announce issuing private equity. The announcement motivations will influence the price discount and abnormal returns in the period of announcement, wills to execute the private placement, and the subsequent performance of those announcing firms. This study classifies private placements into three groups, including active placements, managerial placements, and passive placements. There are different motivations, situations of executions, and subsequent performances in different types of private placements. The empirical results on the motivations of firms that announce issuing equity privately indicate the following: (1) Monitoring hypothesis can’t explain why firms issue private equity to active investors. (2) Managerial self-dealing is the purpose of firms issuing private equity to insiders. (3) Managerial entrenchment hypothesis can’t explain why firms issue private equity to passive investors. The empirical results on the factors that influence firms execute the private placement or not indicate the followings: (1) Because of the sample constraints, this study can’t analyze in what situation firms will execute active private placements. (2) For managerial placements, those with higher percentage of the firm’s outstanding common stock represented by the placement tend to be executed. (3) For passive placements, when the investment opportunities increased after announcements, firms tend to execute the placement. However, when the ownership concentration is less than 5% or higher than 25%, firms’ wills to execute the placement are weaker. The empirical results on the association between the execution of private placements and its subsequent performance indicate the following: (1) Because of the sample constraints, this study can’t analyze the impacts of the execution of the active placement on the subsequent performance of the announcing fitm. (2) Firms executing managerial placements tend to have better subsequent performance. (3) Firms executing passive placements tend to have better subsequent performance. However, managerial entrenchment hypothesis can’t explain this result.

本研究以民國91年至民國96年期間辦理私募案之上(市)櫃公司為研究對象，探究私募折溢價與私募後經營績效及市場反應之關聯性。 本研究將私募樣本區分為溢價組與折價組，溢價組於私募前後之營運績效均如預期般表現比折價組好，且溢價組與折價組於私募後之營運績效表現有更顯著的差異。同時，溢價組於私募後展現正向的市場反應，折價組於私募後則呈現負向的市場反應。 企業價值與成長機會高度相關，而溢價發行企業之成長機會對企業價值之影響程度較折價發行企業高。折(溢)價幅度與私募後營運績效、累計異常報酬間呈負(正)相關，顯示折溢價幅度可能反映出私募企業未來成長與風險之訊息。 / This study examines the effects of price discount (premium) on performance and market reaction in private placement. Three main findings are as follows. After classifying the sample into two categories, premium and discount, this study finds that the operating performance of the premium group is better than that of the discount group both before and after the private placement. The difference is especially significant after the private placement. Furthermore, the premium group shows positive market reaction after private placement while the discount group negative. Firm value is highly related to growth opportunity, and the influence of growth opportunity on firm value of premium group is significantly higher than that of discount group. The results also show that the magnitude of price discount (premium) is negatively (positively) related to operating performance and cumulative abnormal return after private placement. This may indicate that the price discount (premium) reflects the signal of future growth and risk of the firm in private placement.

本研究以2002年至2010年4底前辦理私募增資之上市（櫃）公司為研究對象，探討公司財務特性對私募折價幅度之影響。研究結果顯示， 私募金額占公司市值比例與無形資產價值愈高，象徵公司價值的衡量愈複雜，私募應募人在衡量私募公司價值時需付出的較高成本，折價幅度將較高。再者，當私募目的指出私募公司有新的投資機會時，私募之折價幅度將較小；另外，私募公司股東權益報酬率愈高，代表私募公司利用現有資源效率較高，折價幅度愈低；而私募公司負債對股東權益比愈大，其長期償債能力較差，營運風險也會提升，所以應募人會要求較高折價幅度以補償此風險；當私募公司有發生財務危機可能時，應募人也會要求較高折價補償其所承受之風險。因此，私募折價幅度與公司資訊成本、投資機會及營運風險程度有密切關聯。 / This study examines the effects of financial characteristics on price discounts in private placement. Based on the Market Observation Post System, the sample includes private placements of all listed and OTC firms in Taiwan during 2002 to April of 2010. The empirical evidence shows that discounts will be larger when private placement size is large relative to firm size. Intangible assets are difficult to value and therefore private placement investors will require larger discounts as compensation. If the issuer’s purposes of private placement indicate the availability of positive NPV investment opportunity to the firm then the discount will be smaller. In addition, the ROE variable has significant and negative association with discounts. This is consistent with the expectation that investors will assess the quality of the firm’s existing assets to form an opinion on risk and expected return of their private equity investment. On the other hand, high debt levels as measured by debt to equity result in higher discounts. Moreover, the existence of financial crisis is positively associated with discounts. In a word, the size of the discount to current market price is strongly related to proxies for the quality of the firm’s financial characteristics, future prospects and risk.

abstract: This paper quantitatively analyses the relation between the return of private seasoned equity offerings and variables of market and firm characteristics in China Ashare market. A multiple-factor linear regression model is constructed to estimate this relation and the result canhelp investors to determine the future return of private placement stocks. In this paper, I first review past theories about private placement stocks, including how the large shareholder participation, the discount of private offerings, the firm characteristics, and the investment on firm value will affect the return of private offerings. According to the past literature, I propose four main factors that may affect the return of private placement. They are the large shareholders participation in private placement; the discount that private placement could offer; the characteristics of the companies that offer a private placement and the intrinsic value of such companies. I adopt statistic and correlational analysis to test the impact of each factor. Then, according to this single-factor analysis, I set up a multiple-factor linear regression model on private seasoned equity offerings return in Chapter Four. In the last two chapters, I apply this quantitative model to other fields. I use this model to testify current financial products of private placement and develop investmen strategies on stocks with private seasoned equity offerings in secondary market. My quantitative strategy is useful according to the result of setback test. / Dissertation/Thesis / Doctoral Dissertation Business Administration 2017

本研究以羅吉斯迴歸模型探討影響上市櫃公司選擇公開募集或私募之因素。 實證結果發現採私募或現金增資的決策，和下列因素有關：(1)資訊不對稱程度愈高之公司愈傾向以私募發行新股，且上櫃公司較上市公司更傾向以私募發行新股；(2) 資訊透明度越低的公司，資金成本越高，籌資也較困難，會傾向以私募方式發行新股；(3) 投資機會愈多的公司，因為控制權考量，會選擇公開募集資金；(4) 當景氣愈好，公司愈傾向以公開募集發行新股，且上市公司較上櫃公司更易傾向以現金增資方式發行新股。 / This study applies logit model to examine the determinants of choice of private placements/seasoned equity offerings. The results indicate that firms being severe in information asymmetry tend to choose private placements. Contrast to listed firms, OTC firms prefer private placements to seasoned equity offerings. Firms with lower information transparency pay higher costs in seasoned equity offerings and therefore tend to choose private placements. Firms being abundant in investment opportunities prefer to choose seasoned equity offerings because of control considerations. In bull markets, more firms choose seasoned equity offerings other than private placements while listed firms have stronger tendency to choose seasoned equity offerings than OTC firms.

本論文研究主題是「私募股權基金法規規範之理論與實務」，透過比較法之方式，本論文首先說明外國私募股權基金之實務運作、風險及相關法規規定，再者分析外國私募股權基金在我國之具體個案，瞭解其失敗或成功之原因，以探討我國法律適用於具體個案之相關問題。 本論文分為七章。第一章說明論文研究動機、目的及範圍。第二章闡述私募股權之定義，並探討私募股基金之種類，復剖析私募股權基金之特點及優缺點。第三章分析私募基金可能造成之風險。第四章主要探討先進國家對私募股權基金之規範及監管方式，包括美國、英國、日本等國。第五章說明外國私募股權基金在我國之發展及分析我國私募制度之規範。第六章探討我國政府就私募股權基金併購活動之現行相關法律規範，並探討我國目前法令之缺失或不足。第七章為總結。 關鍵字：私募股權基金、私募、併購 / This thesis focuses on the issue concerning “the theory and practice of the legal system of private equity funds.”By adopting the method of comparative legal study, the author first illustrates the practice, risk and regulations of foreign private equity funds. Further, this thesis discusses the actual transactions conducted by foreign private equity funds in Taiwan. Through the analysis of the reason for the success or failure of such transactions, the author discusses the problems arising when applying current laws to such transactions conducted by foreign private equity funds. This thesis is comprised of seven chapters. Chapter One explains the motivation, purpose and scope of the thesis. Chapter Two illustrates the definition of private equity fund as well as types, pros and cons of private equity funds. Chapter Three analyzes the risks caused by private equity funds. Chapter Four discusses regulations and supervision over private equity funds in developed countries, such as the U.S., U.K, and Japan. Chapter Five states the development of foreign private equity funds in Taiwan and introduces the private placement system of Taiwan. Chapter Six discusses the current regulations concerning M&A transactions conducted by foreign private equity funds and analyzes the demerit or deficiency of these regulations. Chapter Seven finalizes the issues raised in the previous chapters and reaches the conclusion of this thesis. Keywords: private equity fund, private placement, merger and acquisition

本研究為虧損減資相關之研究，以2000-2010年辦理虧損減資上市公司為樣本，並將樣本分組為只辦理虧損減資與減資再私募兩組，採用事件研究法比較兩者在減資宣告後的股價反應，並以前一年每季的財務指標分析兩者減資宣告前的營運績效。最後以羅吉斯迴歸模式，檢驗財務指標是否對公司減資政策選擇(減資後再私募與否)造成影響。 實證結果顯示，虧損減資公司在減資宣告有負向宣告效果，市場對虧損減資宣告為利空反應。樣本分組後發現，減資再私募公司在減資宣告後的累積負向報酬率較只辦理虧損減資公司為低。而減資再私募公司前一年每季的財務指標無論在資本結構、償債能力、獲利能力與經營能力均遜於單純只辦理虧損減資的公司。最後，羅吉斯迴歸模式顯示影響公司減資政策的因子為減資比率、減資宣告前一季季底P/B與每股盈餘。減資比率與前一季P/B越高，公司傾向採用減資再私募。前一季每股盈餘越高，公司傾向採用只辦理虧損減資，而迴歸模式預測的正確區別率約達到68.3% / It is an empirical study of capital-reduction. The sample of this study consists of companies which had utilized capital reduction in 2000 to 2010. The research employs the event-study method to examine the stock price reaction after the announcement of capital-reduction. The sample is divided into two subsamples, one includes companies with capital-reduction without private equity placement and the other are those companies with private equity placement after capital reduction. We compare not only their stock price reactions after the event but also the financial ratios before the event. Finally, we use Logit regression model to examine the impact of financial ratios to the company’s selection of capital-reduction policy. The results show that the stock price reaction after the event is negative; market is worried about the announcement of the capital-reduction. The cumulative returns of the companies utilized capital-reduction with private equity placement are lower than those of the companies without private equity placement after capital reduction. And the study of financial ratios shows that the operation performances of capital-reducing companies with private equity placement are worse than those of the capital-reducing companies with private equity placement. The result of Logit regression model shows that the influencing factors of company’s capital-reduction policy are previous quarter EPS, previous quarter P/B ratio, and the degree of capital-reduction. The higher the previous P/B and the degree of capital reduction, the higher possibility for capital-reducing company use the private equity placement afterwards. The higher the previous EPS, the lower possibility for the them to further to adopt the private equity placement.

本研究以羅吉斯迴歸模型探討影響上市櫃公司選擇籌資之因素，籌資工具包括股權與債務，並進一步探討若籌資工具為普通股，影響私募普通股或現金增資之因素。 實證結果發現，公司選擇以私募或公開發行管道籌措資金的決策，主要和下列因素有關：(1) 資訊不對稱程度愈高之公司，愈傾向以私募籌資；(2) 風險愈高之公司，愈傾向以私募籌資；(3) 信用品質愈差之公司，愈傾向以私募籌資；(4) 成長性愈強之公司，愈不傾向以私募籌資；(5) 股票市場情況愈好，公司愈不傾向以私募籌資。 公司選擇以私募普通股或現金增資籌措資金的決策，主要和下列因素有關：(1) 資訊不對稱程度愈高之公司，愈傾向以私募普通股籌資；(2) 風險愈高之公司，愈傾向以私募普通股籌資；(3) 股票市場情況愈好，公司愈不傾向以私募籌資。 / This research uses Logistic Model to investigate some specific factors which may influence firms’ choices between issuing securities in private market (private placement) and in public market (public offering). As for the funding mechanism, both equity securities and debt securities are included. Then the range of funding mechanism is narrowed to common stock and this research analyzes the possible factors which influence firms’ choices between issuing private equity and seasoned equity offering follows. The empirical results on the choices between issuing in private market or public market indicate the following: (1) Firms with higher information asymmetry tend to raise fund by private placement rather than by public offering. (2) Firms with higher operating risk tend to raise fund by private placement rather than by public offering. (3) Firms with worse credit quality tend to raise fund by private placement rather than by public offering. (4) Firms with stronger growth potential tend to raise fund by public offering rather than by private placement. (5) When the performance of the stock market is better, firms tend to raise fund by public offering rather than by private placement. The empirical results on the choices between issuing private equity or seasoned equity offerings indicate the following: (1) Firms with higher information asymmetry tend to raise fund by private equity rather than by seasoned equity offering. (2) Firms with higher operating risk tend to raise fund by private equity rather than by seasoned equity offering. (3) When the performance of the stock market is better, firms tend to raise fund by seasoned equity offering rather than by private equity.

本論文以自民國九十二年一月一日至民國九十九年十一月三十日止辦理私募增資之上市櫃公司為研究對象，把應募人分為內部人與非內部人，透過事件研究法與迴歸分析法分別探討私募宣告效果與影響折溢價幅度之因子。 首先，採事件研究法，討論內部人與非內部人在私募宣告時是否有異常報酬，並從內部人之累積異常報酬評估是否有內線消息產生，結果顯示，在宣告日前，不論內部人或非內部人之累積異常報酬皆呈現不顯著負值，因結果不顯著，故沒有證據顯示有內線消息。本研究之內部人私募宣告當天效果為負，且宣告日當天並沒有顯著之累積異常報酬，探究其原因，可能是在股東會決議日當天訊息尚未完全散佈，把時間拉長到宣告日後第二十一天，標準化累積異常報酬轉為顯著正值，整體來說,宣告效果是正的,只是反映的時間較長,此可能跟投資人接收訊息的快慢有關，也表示在宣告日後，看好公司未來發展，因此，累積異常報酬為正。 實證結果顯示，內部人之折溢價幅度與每股盈餘、私募金額取對數、負債對權益比有高度相關；此外，從非內部人折溢價樣本之迴歸結果，可看出每股盈餘、總資產報酬成長率、私募金額取對數對於折溢價幅度有顯著影響。綜上所述，影響內部人與非內部人折溢價因子之不同點在於總資產報酬成長率與負債對股東權益比，而共同點影響因子為每股盈餘與私募金額取對數。 / Collected from the Market Observation Post System in Taiwan Stock Exchange, the sample includes private placements of all listed and OTC firms in Taiwan stock market during January of 2002 to November of 2010. This study classifies investors into insider and non-insider, and then examines the announcement impact and the factors of price discount (premium) in private placement through the event study and the regression analysis. By employing event study, we find that insider and non-insider have insignificant negative accumulative abnormal return before the announcement date. Therefore, there is no evidence for early information leakage. The announcement stock price effect on the shareholders’ meeting is insignificantly negative. As a result, we can’t expect the investors would instantly, correctly respond to this information on the announcement date. However, the announcement stock effect, represented by the calculated accumulative abnormal return, for the long time is positive, and it implies the investors expect the firms to have good performance after the event. Empirical evidence in regression analysis shows that the private placements for Taiwan’s companies are selling at discounts (premiums) and it has high correlation with the company’s earning per share, the proceeds of private placement and the return on total assets growth rate for insiders. In addition, these three variables of the company are the significant explanatory variables for the magnitude of the discounts (premiums) of non-insiders.

This dissertation investigates the pricing and the market reaction to the announcement of private placements. A sample of 181 private placement announcements during January 2002 and March 2007 in Taiwan was obtained. This dissertation consists of two essays on the private placements. The first essay identifies the conditions determining insiders will pay more (or less) in private placement. We explore the argument of private placement pricing sold to insiders by considering the changes in the control power of the largest shareholders in private placement, using the Banzhaf power index to better reflect the largest shareholder¡¦s relative power of influence. Our results indicate that, if the existing insiders maintain their leading control status, in cases where insiders are the main investors, private placements are issued at deep discounts that benefit themselves; however, in cases where outsiders/new insiders are the main investors, outsiders and new insiders will pay relatively more when existing insiders dominate. Contrarily, if existing insiders fail to retain their leading position and become less powerful after private placement, outsiders and new insiders buy at lower prices. In more than 65% of the sample, the largest shareholders lost their leading control status, and the issuer¡¦s ownership structure becomes more concentrated following private placements. In the second essay, we examine whether the announcement of private placement and public offering share the same announcement effects. In particular, we investigate whether the market reactions to private placement announcements vary with different placement motivations and investor types. In addition, we focus on the dark side of private placement by studying how the stock price reaction to private offerings when insiders intentionally lower the offer price to self-dealing, or when within-group private placements are motivated by the controlling shareholders¡¦ tunneling. The results indicate that private placements generally result in a positive wealth effects, however, public offerings associated with negative announcement effects. The market reacts more favorably to private placements in which a strategic alliance or merger are involved, or to private placements where investors actively participate in the management or even procures the controlling rights of the company. It suggests that the motivation and investor type of private placement convey important information to market investors regarding the issuing firm¡¦s performance. Moreover, we have evidence to support the dark side of private placements. For issuing firms with stronger tendency towards self-dealings by insiders or tunneling in transactions between firms within a business group, they are more likely to have poor performance after private placement. However, we have no evidences to support the firm quality hypothesis.