證券私募法律問題之探討

Research on Private offer for releasing of corporate stocks

洪麗鈞(Li-Chun Hung)

《致理法學》 9期 (2011/03) Pp. 111-136

摘要

我國自2001年11月及2002年2月分別修正「公司法」及「證券交易法」，引進私募制度實施迄今約九年，隨著私募件數及金額逐年成長，顯示出公司以私募籌資方式在我國日益盛行。然而，實務上卻發生許多濫用私募制度坑殺小股東之案例。因此，本文藉由探討我國證券私募制度之得失以及其所衍生之法律問題，並提出相關修法之建議以供投資人、企業與政府相關單位之參考，冀能對我國未來私募法制之建構有所裨益。

關鍵字

證券私募 ； 證券私募之法制 ； 證券私募之法律問題

並列摘要

The corporate law and the stock Exchange Act of R.O.C. had been modified during the period from November, 2001 to February, 2002. The Private offer system was adopted for nine years up to date. The number of stock exchange and the dollar amount was increased every year. Therefore, the private offer system become popular in our country. However, during the passed years, the said system was so abused in operation as to make the stockholder in small amount of stocks suffered. This document discusses the issues discovered in the operation and its legal effects. Suggestions had been offered to correct the system. Hopefully, it will benefit the said system in some way.

並列關鍵字

Private offers of stocks ； System of private offer of stocks ； Legal issues related to private offer of stocks