| 摘要: | 台灣的資通訊3C產業根基於民國80年代以個人電腦為主的資訊業，在這波由電腦工業帶領的經濟發展下，吸引了許多優秀的人才加入創業行列，並在政府策略輔導並給予許多租稅優惠及減免的扶持下，逐漸成長茁壯為今日的電子類股大軍。
時至今日，當初的創業者現正面臨接班人傳承的問題，多數公司的股權結構也因連年的盈餘轉增資及員工股票分紅，股權結構受到稀釋而呈現可控制股權偏低，每年到了六月的股東會時，不僅花錢發送股東會開會紀念品，也需要付費請委託書通路業者收集開會委託書，每到三年一次的董事改選，更是戰戰兢兢處理股東會細節，隨時提防市場派發動經營權的奇襲。
本研究旨在探討一家台灣上市公司 A 面臨的問題，該公司從事電腦周邊業務，近期接連面臨到來自資本市場非合意併購的威脅。研究分析了公司內部和環境因素，並向董事會提出了一系列的行動方案，包括事前防禦和事後補救的策略計劃，從平和到激烈的防禦行動。其中包括召開臨時股東大會和啟動「員工持股計劃」，此通常由公司實施，以增加員工和經理人持有公司股票的比例。此外，同時以增加公司友好股權和稀釋敵意股權為策略方向。
從技術、經濟、法規、作業及時程等五個構面進行可行性分析，上述行動方案經證實是可行的。;Taiwan’s information and communications industry today is rooted in its past, which is dominated by the development of personal computers in the 1980s. Along with the phenomenal development, it has attracted many outstanding talents to join the ranks of entrepreneurship. The government’s strategy also plays an important part, with the support of tax concessions and exemptions, it has gradually grown into today′s army of electronic stocks on the main board.
Today, many entrepreneurs are now facing the issue of successor inheritance. The shareholding structure of these companies have been diluted due to successive years of surplus capital increase and employee stock dividends. For many listed companies, their controllable equity has become weak and low. Every June, during the annual shareholders meeting, not only does it spend money to send souvenirs to shareholders, but also pay a fee to ask the distributors to collect the proxy statement. For every three-year board directors’ selection, not only the shareholders meeting is handled cautiously, but also to guard against surprise attacks by the market to rob management rights.
This study intends to look into a problem that a Taiwanese listed Company A faced. It is in the computer peripheral business, recently encountered a series of hostile takeover threats from the capital market. The study analyzed the internal and environmental factors, and proposed to the company′s board of directors a series of actions, including various strategic plans for pre-defense and post-remediation, ranging from peaceful to severe defensive actions. These include convening an extraordinary meeting of shareholders and initiating "Employee Stock Ownership Plans", which often implemented by companies to increase the proportion of employees and managers holding company stocks. In addition, at the same time, with the strategic direction of increasing the company′s friendly equity and diluting the hostile equity.
A feasibility analysis based on the five aspects, namely, Technical, Economic, Regulatory, Operational, and Time-schedule was also conducted. The proposal was found to be feasible. |
