Date of Award

2017

Document Type

Dissertation

Degree Name

Doctor of Juridical Science (SJD)

Abstract

Since the 1990’s, Taiwan’s government has made efforts to upgrade economic development by attraction more foreign enterprises to enter the domestic capital market. However, in the early 2000s, statistics indicated that the number of such new enterprise listings in Taiwan actually decreased. Some believe a very important factor in the decrease to the number of new listings in Taiwan is the current regulatory framework’s lack of flexibility. It is assumed that the regulatory intensity for foreign enterprises is very high. In order to review this intensity on the foreign issuer, this dissertation presents research on the law regulating a foreign enterprise that is conduction fundraising.

Securities regulation is one of the most important areas of law governing enterprises fundraising, as the issuance of securities is a very efficient method of rising funds in the capital markets. The research herein addresses regulatory standards on information disclosure, corporate governance, and stock market listing requirements for the domestic issuer and the foreign issuer, respectively. Once we understand the regulatory standards applicable to the domestic issuer and the foreign issuer, we can best calibrate an appropriate regulatory intensity for the foreign issuer.

In 2012, legislators amended the Securities and Exchange Act to expressly include the foreign issuer conducting fundraising under the regulatory scope of the Taiwanese law. In that law, several disadvantages exist that may present obstacles for the foreign issuer. On the other hand, the theories of international securities that helped create a well-structured regulatory system in the U.S. has allowed the U.S. to become a primary capital market for international enterprises conducting fundraising. Hence, this dissertation intends to use the method of comparative study to analyze the differences in those legal structures between the U.S. and Taiwan. This dissertation demonstrates that the Taiwanese law could improve by imposing some of the regulatory merits of the U.S. system, adjusting regulatory intensity on the foreign issues and reducing the downsides resulting from current regulation.

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