Abstract In the global steel industry, some of the regional steel makers start to mergers and acquisitions in order to increase their competitive ability and market share in faces of the crisis that the market share unceasingly glides down. In recent years, the merge and reorganization of steel industry become more popular. It¡¦s to form more professional and bigger group through expanding the productivity, the regional enterprise's merge, the vertical integration and international strategy alliance and so on merge. This research about merger of the H Company and the U Company is not only the first large-scale merge case in the domestic stainless steel industry, but also the first reverse mergers¡¦ case of listed companies and unlisted companies (include emerging stock board companies).It also means the pioneering case in the age. The ¡§reverse mergers¡¨ which above-mentioned plan uses is an item of advanced accounting concept . It mainly focuses on the economical essence of merger, which one can obtain the actual domination and which one is easier to obtain the approval of creditor and supervising institution. Therefore it changed the traditional idea about merger to the public. Integrating with the discussing procedure to above reverse mergers¡¦ case, there are three consolidated problems to be supposedly noticed. Hopefully this research can offer the alternatives to those enterprises that want to pick the merge way through this kind of exterior growth opportunity to expand their competitive ability in the domestic more frequent merge case, and for their reference when they take action concerning reverse mergers. In addition, this research valuation above case¡¦s reasonable intrinsic value by the Discounted Free Cash Flow Model (DCF Model) and the Edwards-Bell-Ohlson Model (EBO Model), and check whether my projection about the stock swap proportion under the DCF model and EBO model are reasonable by making the sensitivity analysis of the price-to-book ratio. The reasonable area of trading the stock swap proportion sector supposedly should be between 4.45 and 4.68 after this research¡¦s calculation by the above two valuation method. However, the proportional difference reaches 38% to 45% with the comparison of the bilateral company resolution 1¡G3.22. Obviously, it was not appropriately responded the intrinsic stock value for both of companies on trading the stock swap proportion, and makes the sensitivity analysis by the price-to-book ratio also to support the DCF model and result of the EBO model computation. Although the bilateral companies still have to considerate a lot of factors to final the stock swap proportion, then they could negotiate the acceptable stock swap proportion. But , the data ,the enterprise value, which was calculated by the relative value approach should still has the reference value.

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There are two opposing views on the role of regulation of financial markets examined in the academic literature. There is a large body of evidence that suggests that the efficiency of capital markets in North America is in large part due to investors’ confidence in the regulatory system. However, the optimal level of regulation is debatable. We investigate several aspects of the regulation of capital markets by exploring effects of changes in listing requirements on exchanges on the quality of firms undertaking initial public offerings and the quality of firms that choose to go public via a reverse merger mechanism. In addition, we show that additional regulation and/or disclosure of trading activies of informed investors in tender offers may be warranted. We show that a gradual increase in listing requirements fails to prevent low quality firms from gaining access to public capital markets. Yet, differences in listing rules on uppers and lower tiers of exchanges create a dual listing regime, which allows higher quality firms to differentiate themselves. We observe migration of most of the reverse merger transactions to the over-the-counter market due to changes in the regulatory environment in 2001. We conclude that regulatory changes had broad negative effects on the reverse mergers market as these pushed reverse merger firms to a less regulated and more opaque marketplace. Separately, we examine the timing of reverse mergers. Our results suggest that two types of reverse mergers follow different timing patterns: private firms go public through merger with financially distressed firms when IPO windows are closed, whereas reverse takeovers in which the participating public company is a going concern are pro-cyclical to aggregate merger waves. Finally, we analyze tender offers over the period from 1993 through 2006 and establish a link between non-public information and informed investors’ strategic behaviour. Our findings call in question the effectiveness of disclosure mechanisms of trading by informed investors. We also note that uninformed traders can use market microstructure tools to expand their information set, thus increasing the speed of incorporation of new information into stock prices and increasing market efficiency. / Finance

First Essay: Using a sample of 15,835 completed M&A transactions in U.S. from 1985 to 2015, we document three main empirical results. First, consistent with the notion that the disciplinary effect of competition on corporate management, acquiring firms in competitive industries experience significantly positive announcement returns, while the abnormal returns of acquiring firms in non-competitive industries are insignificant. Second, market competition is correlated to the shareholder value in different types of M&A transaction. Horizontal and vertical integrations have positive announcement returns, while conglomerate integrations have negative announcement returns, irrespective of the condition of market competition. Third, the return of small acquiring firms is higher than the return of large acquiring firms, and this size effect is more profound in non-competitive industries. Second Essay: This paper examines the long-term performance of the reverse merger (RM) transactions in Taiwan stock market. Shell companies tend to conduct private placements to raise equity capital in the year following RM transactions. Based on the intended use of capital, issuers of private placements are classified into three categories: investment, recapitalization, and general corporate purposes. We find that shell companies in the investment category experience better long-term performance in the subsequent three years, which is consistent with the view that RM firms with strategic plans to increase in investments in capital expenditures are signaling profitable investment opportunity. However, shell companies in the recapitalization or general corporate purposes categories experience no or poor subsequent underperformance, suggesting that RM deals in these two categories are speculative in nature and short-sightedness that destroy the long-term shareholder wealth.

本研究主要探討借殼上市公司之財報品質是否與差異一般上市公司有明顯差異，分析中國借殼上市公司財務報表品質是否較其他公司差，並進一步驗證借殼上市規則修訂是否對公司之財報品質造成顯著影響。研究樣本以2005年至2015年在美國紐約證券交易所(NYSE)、全美證券交易所(AMEX)與那斯達克證券市場(NASDAQ) 159家借殼上市公司為研究對象，並以相同產業、相同公司規模配對159家一般上市公司。本研究以裁決性應計項目作為財報品質的代理變數，並將借殼上市公司拆分成中國借殼上市公司及非中國之借殼上市公司，再加入規範修訂因子，藉以衡量中國借殼上市公司於修訂借殼上市相關規範後財報品質提升幅度是否大於非中國之借殼上市公司。實證結果顯示借殼上市的財務報表品質明顯差於配對公司，且中國借殼上市公司的財務報表品質明顯劣於非中國之借殼上市公司。在加入借殼上市規則修訂因子後，借殼上市公司財報品質改善幅度明顯大於配對之一般上市公司；比較中國借殼上市公司、非中國之借殼上市公司及配對公司在借殼上市規則修訂前後本身財報品質變化，發現三類公司前後財務報表品質皆有顯著提升，然而在提升幅度上中國借殼上市公司與非中國之借殼上市公司並無顯著差異。 / Based on a study sample consisting of 159 reverse merger firms and their matching U.S. public companies (according to industry and firm size) listed in NYSE, AMEX, and NASDAQ from 2005 to 2015, we study the impacts of the 2011 listing-rule revision on the financial reporting quality of reverse merger firms in the US. More important, using discretionary accruals as the proxy of financial reporting quality, we ask if the financial reporting quality of Chinese reverse merger firms is worse than the non-Chinese reverse merger firms. Our empirical results show that the financial reporting quality of reverse merger firms is out-performed by their matching U.S. counterparts, and the financial reporting quality of Chinese reverse merger firms is, in general, inferior to the non-Chinese reverse merger firms. Post the 2011 listing-rule revision, we find that the financial reporting quality of reverse merger firms is better than their matching U.S. firms after controlling for the regulatory factor; in particular, we find that the China reverse merger firms, the non-Chinese reverse merger firms, and the matching U.S firms, all exhibit significant improvements in their financial reporting quality. However, this incremental gain in financial reporting quality seems indifferent between the China reverse merger firms and the non-Chinese reverse merger firms.