| 摘要: | 內線交易是全球資本市場共同的問題，近幾年來以企業併購的方式擴張版圖促進規模經濟，實已蔚為風潮，這樣的商業行為本質上屬於一種企業外部成長的方式，然而企業併購所產生的法方風險遠遠大於其他的商業行為，其中原因為企業併購屬一連串的過程，而在這過程中所獲取的相關訊息就相當於證券交易法上所規範的內線消息，而這些企業併購的訊息具有高度議價之財產價值，也因資訊不對稱，往往成為公司內部人內線交易的溫床。
就此一問題我國雖於證券交易法第157條之1第1項訂有明文，作出禁止內線交易行為之相關規範以及授權主關機關訂定行政命令，然而法院乃獨立審判，不受主管機關所定之行政命令所拘束，故往往造成實務、學說就重大消息明確時點 之認定見解不一，甚至連業界亦有不同之看法，就法院本身亦有諸多不同之判斷標準，由此觀之，針對企業併購時的重大消息明確時點這一部分欠缺法安定性。
然而在企業併購這種商業型態，往往需經過非常漫長的過程，經過評估、簽訂契約、盡職調查、董事會決議等相關程序，因此在企業併購過程中，相關人員如何避免內線交易以及判斷究否涉及內線交易，一直以來在實務上都是很重要的議題。
本論文主要以立法理由及背景，國內外（美國、歐盟）法制比較，我國與美國幾則經典指標案例做為分析及討論重大消息明確時點之根據，期許能在結論以不同角度切入企業併購重大消息明確時點之見解，除可避免誤踩法律界線影響企業之發展也同時避免欲從事內線交易者。
;Insider trading is a common problem in the global capital markets, In recent years, it has become a trend to expand territory and promote economies of scale by means of mergers and acquisitions. This kind of business behavior is essentially a way of external growth of the enterprise. However, the risks of mergers and acquisitions are far greater than those of other commercial activities, the reason is that mergers and acquisitions are a series of processes. The relevant information obtained in this process is equivalent to the insider information regulated by the Securities and Exchange Act, and the information of merger and acquisition of these enterprises has highly negotiated property value, and because of information asymmetry, it often becomes the hotbed of insider trading.
Article 157, article 1, Paragraph 1 of the Securities and Exchange Act has been written on this issue, to make relevant regulations prohibiting insider trading and to authorize the principal authorities to make administrative orders. However the court is an independent judge, it shall not be bound by administrative orders made by the competent authority, therefore, it often results in disagreement in practice and doctrine. Even the industry has a different view, There are also many different criteria for judging the court itself. From this point of view, for the enterprise merger and acquisition of major news clear time point this part of the lack of law stability.
However, in the business type of corporate mergers and acquisitions, It usually needs to go through a very long process, such as evaluation, contract signing, due diligence, board resolution and other related procedures. Therefore, in the process of enterprise merger and acquisition, how to avoid insider trading and whether to judge whether insider trading is involved has always been an important issue in practice.
In this paper, the legislative reasons and background, domestic and foreign (the United States, the European Union) legal system comparison, Taiwan and the United States several classic indicators of the case as the basis for the analysis and discussion of the significant news clear point in time, the conclusion is expected to be from different angles to enter the significant news clear point in time, In addition to avoid stepping on the legal boundary and affecting the development of enterprises, it also avoids the desire to engage in insider traders. |
