碩士 / 國立臺北大學 / 法學系 / 94 / It is usual for capital to flow across the country everyday, and the international investments are increasing gradually.The traditional legal structure for single market has failed in dealing with the issuance and exchange between several capital markets.The lack of appropriate regulations would cause different problems for the stock market, and it is especially true for Taiwan which is in the process of internationalization.For instance, the issuers might issue stocks overseas to evade the supervision of the local authorities and have investors to buy the stocks with incomplete information. On the other hand, investors could subscribe the stocks overseas and simultaneously make short sale of the same class of local stocks at the to earn the fixed profit.These problems are not just for Taiwan, but also damaged the international capital markets.
Because of the lack of existing related literature for the native market, the current study was based on the perspective of the comparative law from the other country. The study would attempt to introduce legislation approaches and theories of the 1993 Securities Act, and then discuss the legislation and regulation needs on such problem in our country. Hopefully, the current study would provide some references for the securities regulation in Taiwan about offshore offering.The structure of this research is described below.
Chapter 1 is the background, objectives, scope and structure for the study, and methodology.
Chapter 2 reviewed the literature about the process of the offshore offering regulations for our country. It is found that the regulations were developed while the market was opened for foreign investment, without any theoretical basis.The current offshore offering regulations, and the key points and the revision directions for the ”Regulations Governing the Offering and Issuance of Overseas Securities by Issuers”were also reviewed.
Chapter 3 discussed the basis of jurisdiction for regulations of offshore offerings, and analyzed the conflict between current jurisdiction approach and legislative purpose.The worst defect of current regulation about exposing investors to the hidden investment risk was discussed with the example of the case of the global depository receipts (GDR) launched by First Financial Holding in the August of 2003 and the Procomp scandal. The defect indicated that the current regulation could not achieve the Securities and Exchange Act’s goal of protecting investors. Because of the defect of current regulation, the solutions were proposed by comparing with foreign legislative institution in the following chapter.
Chapter 4 focuses on comparative study, and used “Regulation S” as the main reference material. The jurisdiction approaches of offshore offering and the shaping process of Regulation S under American law were described in this chapter, including the review for the 1998 amendment. Based on the review aforementioned, the suggestions for the reform in Taiwan law were proposed.
Following the conclusions from previous chapter, opinions and suggestion for the questions in chapter 3 were provided in the Chapter 5, including the suggestions for the revise for the current regulations.
Chapter 6 is the integration the inference of above discussions, and the conclusion of this study.
| Identifer | oai:union.ndltd.org:TW/093NTPU0194037 |
| Date | January 2006 |
| Creators | Shen Ta, 沈達 |
| Contributors | LAI, YING-ZHAO, 賴英照 |
| Source Sets | National Digital Library of Theses and Dissertations in Taiwan |
| Language | zh-TW |
| Detected Language | English |
| Type | 學位論文 ; thesis |
| Format | 162 |
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