本文期盼藉由回顧禁止內線交易之立法背景，以立法史料、國內外實務判決或學術文獻及比較外國法制（美國與歐盟）等相關資料為依據，並以近年數則關於併購的內線交易案例為初步分析，期能找出判斷重大消息明確性相對穩定的法律見解，除使企業發動併購時能有所依歸避免誤觸法網，亦防止有心人士遁入法律漏洞脫免責任。 ;The era of globalization is here - more and more frequent international trades in various forms, with intensified changes in business environment. Hence the way of merge and acquisition among enterprises have reshaped as well as integrated horizontally or vertically to strength the competitiveness. This reinforces a greater quality of the enterprises and also reduces the period to explore significantly and therefore becoming one of the major expansion strategies. M&A represents a major change within the operations of one or several companies. The companies involved within an M&A play an important role in the future value, and therefore it makes a direct reflection of the future stock price of such companies. With that being said, any inside information may benefit individuals with trade advantages before the information had disclosed to the public and hence it could cause financial damages to the general public investors, regardless of the purpose of inside trading.
With more and more M&A increasing over the years in both number and value, the higher impacts that companies involved, the possibility of the insider trading occurred. Recent M&A that has caused serious disputes regarding to insider trading from industry and from academic perspective are ”Powerchip” (力晶案) and ”Green point” (綠點 案). According to Section 157-1 (I) of Taiwan′s Securities Exchange Law, insider trading is prohibited. However, there are different views and arguments when defining significant issues within the corporation and timing is also the essentiality here. Industries are holding different opinions against the court; and moreover, even the court itself has expressed inconsistent views from time to time it eventually led to the instability in actual practice.
There are various uncertainties and factors contributing to the high complexity of a M&A. Also due to individual cases and approaches along the negotiation process, there are many ambiguous areas throughout the entire M&A; as a result, it is even more challenging to define the word “insider information“.
The purpose of this article is going to review the historical background of banning insider trading first, to gather and analyze relevant substances and cases along with supporting literatures later and then to propose a consistent and reliable legal ground in the end. Also the expectation from the author is trying to help enterprises that are going through M&A with a more clear and specific guideline; and also to prevent legal loopholes being abused.
