Equity Swaps and Disclosure of Shareholding of Major Shareholders

Publication Type

Journal Article

Publication Date

1-2009

Abstract

Equity swaps are derivative instruments linking to the performance of stocks or stock indices. In theory, equity swaps would result in the separation of economic interests of shareholders from their stock ownership. Equity swaps have also been used as a weapon in a battle for corporate control in other countries. Thus, the subsequent question is whether a party to an equity swap must disclose his swap positions pursuant to article 43-1 of the Securities Exchange Act if the amount of shares linked in the swap has passed a certain threshold. This paper argues that current disclosure rules under Taiwan law may cover circumstances where the swap counterparty holds physical shares as a hedge against his exposure to the equity swap. However, there might be a loophole if the counterparty does not hold the shares while the other party employs equity swaps to contend for corporate control. Thus, this paper argues that there is room to improve for the disclosure regime under article 43-6 in order to promote legal certainty and close down loopholes.

Keywords

equity swap, disclosure, derivative, merger and acquisition

Discipline

Commercial Law

Publication

Journal of New Perspectives on Law [法學新論]

Volume

7

First Page

105

Last Page

131

ISSN

2070-8653

Publisher

元照出版公司

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