1UC1秋去春來─經典財經案例選粹

www.wunan.com.
tw(02)2705-5066
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iv
305
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323
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336
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344
347
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349
352
352
376
......
43 48
Client Base
7,400
3 1
2
ROA2007
6.8%3
0.7% 1.2~1.3%
M&A
WEF 2007
GCI 14
100 114
17 4
1
2002
5%
8%
2002 3 8.04%
2003 4.33%2004 3 3.31% 2003
10.07% 8%
2004 10 20
10
http://www.banking.gov.tw/public/data/
boma/stat/abs/ 9612/11-2.xls2008 3 20
IMD2008 5 15 2008
1
2
3
2008
2007
0
0
0
5 5
39.10%6 3
100%
5 89%
Specialized Banking 1999

11 12
U.S. Financial Services Modernization
Act of 1999 Graham-Leach-Bliley Act
4
5
6
7
8
9
10
11
12
13
14
15
2008
2007
2
-1
-1
5
2
0
-2
2
2
5
-3
2
George Nast
2008 2 7 http://www.mckinsey.
com/locations/chinatraditional/ mckonchina/industries/financial/Asian_wholesale.
aspx2008 5 18
http://www.banking.gov.tw/public/data/
boma/stat/abs/ 9703/2-2.xls2008 6 10
LCFILarge and Complex Financial Institutions7
Interdependency
Contagion Effect
Taxpayers Exposure 8
Cynthia C. Lichtenstein, The

FEDs New Model of Supervision for Large Complex Banking Organizations:
Coordinated Risk-Based Supervision of Financial Multinationals for International
Financial Stability, Transnational Lawyer, 18(2), 283-299 (2005). Available at SSRN:
http://ssrn.com/abstract=882474, visited May 18, 2008.
1999 12
462002312
530
24
43 48
Client Base
Economic Concentration
9
9
2008 1-2
133
2,009
272
5
662
2,332
8,575
334
3,256
181
212
1,004
114
2
263
914
3,053
118
1,134
63
%
159.40
49.98
41.91
40.00
39.73
39.19
35.60
35.33
34.83
34.81
http://www.banking.gov.tw/public/data/boma/stat/abs/9703/10-2.xls.
2008 3 10
10
9
2 46
2002 2 7 0910001244
( ) 2004
7
9 2
3 1
6 1 11 1
10
3 1 1-262007
1
(1998-2001)
0.0052
(2002-2005)
0.0265
0.0071
0.0324
118.3625
28.2345
186.2675
40.7356
2002 2 25 0910001699
12
40
(1998-2001)
(2002-2005)
0.5987
0.5265
0.6193
0.5320
0.5221
0.4432
0.5324
0.4565
(1998-2001)
(2002-2005)
ROA
4.22%
4.56%
ROE
6.25%
9.82%
EPS
3.5
4.8
ROE ROA
Clayton Act 7 11
18 12
Bank Merger Act
DOJFRBOCC
1994 7
The Bank Merger Screening
Guidelines131992
1992 Horizontal
4 Tobins q
(1998-2001)
(2002-2005)
Tobins q
1.48
1.10
Tobins q
1.50
1.14
Tobins q
Tobins q Keeley1990 Tobins

q
Tobins q Tobins q
11
No person engaged in commerce or in any

activity affecting commerce shall acquire, directly or indirectly, the whole or any part of
the stock or other share capital and no person subject to the jurisdiction of the Federal
Trade Commission shall acquire the whole or any part of the assets of another person
engaged also in commerce or in any activity affecting commerce, where in any line of
commerce or in any activity affecting commerce in any section of the country, the effect
of such acquisition may be substantially to lessen competition, or to tend to create a
monopoly. No person shall acquire, directly or indirectly, the whole or any part of the
stock or other share capital and no person subject to the jurisdiction of the Federal Trade
Commission shall acquire the whole or any part of the assets of one or more persons
engaged in commerce or in any activity affecting commerce, where in any line of
commerce or in any activity affecting commerce in any section of the country, the effect
of such acquisition, of such stocks or assets, or of the use of such stock by the voting or
granting of proxies or otherwise, may be substantially to lessen competition, or to tend
to create a monopoly.See Section 7, the Clayton Antitrust Act of 1914, (October 15,
1914), codified at 15 U.S.C. 18.
12
See Section 18(c) of the Federal Deposit Insurance Act.
13
The Bank Merger Screening Guideline
10
14
Merger Guidelines
HHI15
Competitive Factors Letter16Antitrust

Division
Federal Trade
11 3 1072003
14
1999 4 8
http://www.ftc.gov/bc/docs/
horizmer.shtm2008 6 1
15
Horfindahl-Hirschman Index
HHI =
CR i2
i=1
1992
CR4 1000
Unconcentrated Market1000-1800
Moderately Concentrated Market1800
Highly
Concentrated Market
16
FDIC 1999 6
24
The new processing procedure
allows applicants to benefit from a prospective competitive- factors report recently
issued by the Department of Justice (DOJ). The prospective report applies to those
merger transactions, such as corporate reorganizations, that are inherently competitively
neutral. For such mergers, the prospective report serves as the DOJs competitive-factors
report required under the Bank Merger Act. Essentially, the new procedure allows the
normally required 15-day post-approval waiting period to run concurrently with the
statutory 30-day competitive-factors report period, shortening the merger application
process for these transactions by up to 15 days.available at http://www.fdic.gov/news/
news/financial/1999/fil9963.html, visited May 18, 2008.
11
Commission 17
18
30
19
1694 Bank of England Act of 1694
1979
20
17
U.S.C.1850
With respect to any
proceeding before the Federal Reserve Board wherein an applicant seeks authority to
acquire a subsidiary which is a bank under section 1842 of this title or to engage in an
activity otherwise prohibited under chapter 22 of this title, a party who would become a
competitor of the applicant or subsidiary thereof by virtue of the applicants or its
subsidiarys acquisition, entry into the business involved, or activity, shall have the right
to be a party in interest in the proceeding and, in the event of an adverse order of the
Board, shall have the right as an aggrieved party to obtain judicial review thereof as
provided in section 1848 of this title or as otherwise provided by law.See
12USC1850.
18
12USC1467a(e)12USC1828(c)
19
17
20
http://www.bankofengland.co.uk/
about/index. htm2008 5 18
12
21
Board of Banking Supervision
Banking Supervision Division
1997

Financial Service Authority FSA
22
Universal Bank23
Bank Holding Company

Financial
Service and Market Act, FSMA 159 3
...the effect of requiring or encouraging exploitation of

21
Id.
22
http://www.fsa.gov.uk2008 5
18
23
13
24
the strength of a market position they are to be taken...
2002
UK Enterprise Act of 2002 4 Part 4 134141

Public Interest
Section 13414125
UK Competition Commission
OFT., Office of Fair

Trading
26
27
24
If regulating provisions or practices have,

or are intended or likely to have, the effect of requiring or encouraging exploitation of
the strength of a market position they are to be taken, for the purposes of this Chapter, to
have an adverse effect on competition. U.K.
Financial Services and Market Act(c.8) http://www.opsi.gov.uk/ACTS/
acts2000/ukpga_20000008_en_13#pt10-ch3-l1g159, visited June 10, 2008.
25
Available at http://www.opsi.gov.uk/Acts/acts2002/ukpga_20020040_en_12, visited

June 10, 2008. (6) In deciding
the questions mentioned in subsection (4), the Commission shall, in particular, have
regard to the need to achieve as comprehensive a solution as is reasonable and
practicable to the adverse effect on competition and any detrimental effects on customers
so far as resulting from the adverse effect on competition.
26
See Decision on merger between Lloyds TSB and Abbey National, U.K. Competition
Commission 2001. This merger was blocked as the
competition authority stated, amongst other reasons, that these efficiency gains would
not be passed on to customers Reprinted in John Ashton, Efciency and Price Effects
of Horizontal Bank Mergers, Norwich Business School and the ESRC Centre for
Competition Policy, University of East Anglia; Khac Pham, ESRC Centre for
Competition Policy, University of East Anglia, CCP Working Paper 07-9, June 2007.
27
See Schedule 11, Section 185, subparagraph (2), the Competition Act of 1998. Available
at http://www.legislation.gov.uk/acts/acts2002/ukpga_20020040_en_36_content.htm,
visited May 18, 2008.
FSMA 164(1)
See Michael Blair and George Walker, Financial Services Law, Oxford
University Press, 1st ed., 22 (2006).
14
European Council 2002 12 16

33 28
29
30Executive CommitteeECMR
31
Turnover 50
Community
Dimension 2 5,000 32
28
2002/87/EC.
29
2 4 (1)
1 (2)
(3)
600
30
92
1152003
31
Council Regulation (EC) No. 1310/97. 135 306.
32
Article 1(2) of the new Merger Regulation

still determines that a concentration has a community dimension and thus needs to be
filed at EU level where: (a) The combined aggregate worldwide turnover of all the
undertakings concerned is more than 5000 million, and (b) The aggregate Communitywide turnover of each of at least two of the undertakings concerned is more than 250
15
25
1 2,500
1 33
2004 1 24 34
5 1
Regulation 4064/89
One-stop Shop Principle3
35
Significant Impediment to Effective Competition, SIEC36
million, unless each of the undertakings concerned achieves more than two-thirds of its
aggregate Community-wide turnover within one and the same Member State.
33
Article 1(3) of the new Merger Regulation, be considered to have a Community

dimension where
(a) The combined aggregate worldwide turnover of all the undertakings concerned is
more than 2500 million
(b) In each of at least three Member States, the combined aggregate turnover of all the
undertakings concerned is more than 100 million
(c) In each of at least three Member States included for the purpose of point (b), the
aggregate turnover of each of at least two of the undertakings concerned is more than
25 millionand
(d) The aggregate Community-wide turnover of each of at least two of the undertakings
concerned is more than 100 million;
Unless each of the undertakings concerned achieves more than two-thirds of its
aggregate Community-wide turnover within one and the same Member State.
34
Council Regulation (EC) No. 139/2004. Published in the Official Journal of 5 January,
2004, C 31/5.
35
See the new article 4(5) of the Merger Regulation, provides that parties to a transaction
that does not meet either of the thresholds for a Community notification may request the
European Commission to take the case if and when the transaction must be notified to
three or more Member States.
36
test SIEC A concentration which
16
37
38
would not significantly impede effective competition in the common market or in a

substantial part of it, in particular as s result of the creation or strengthening of a
dominant position shall be declared compatible with the common market
available at http://europa.eu.int/rapid/start/cgi/squesten. ksh?paction.sqettxt+
gt&doc=MEMO/04/9/0/RAPID&lg=en , visited June 10, 2008.
37
2002 2 25 0910001699
2
38
2006 7 6 0950005804
9 10
( )
( )
( )
( )
( )
17
39
40
41
39
11
40
38 12
41
14 5
1420081-5
20085
()
2008(
)
()
10.93
4.64
8.7
13.1
5.78
2.38
12.27
1.08
4.95
3
4
60.08
81.04
53.86
60.7
36.28
13.12
46.67
5.66
19.16
12
7.24
0.99
0.91
0.89
0.79
0.43
0.4
0.39
0.26
0.18
0.11
0.1
18
36 1
Synergy
42
4 3 6 2
20085
()
20.69
0.97
10.96
2008(
)
14.33
15.9
83.65
()
0.16
0.61
1.63
D1 2008 6 11
42
32122297189
10147-147-2
47-3
15185
1313621383
161718
561571230
31
346
617217
3
19
43

Homogeneous Competition
Regulatory
44
Arbitrage
Economic Injustice
43
3282
293
322
11414117318119
222425246
146
44
Regulatory Arbitrage
Regulatory
arbitrage traditionally indicates a phenomenon whereby regulated entities migrate to
jurisdictions imposing lower burdens. Amir N. Licht,
Regulatory Arbitrage for Real: International Securities Regulation in a World of
20
(1) 11 1 3
(2)
46 11 3
(3)
12
45
Interacting Securities Markets, Virginia Journal of International Law, 38, 563 (1998).
45
2007 5 24
6
10%
3 2007 5 24

/ .
-- . -- , 2012.06
ISBN 978-957-11-6646-9()
1. 2.3.
553.4
101006697
1UC1
400.3

106 339 4
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1UC1秋去春來─經典財經案例選粹

Uploaded by

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www.wunan.com.

Specialized Banking 1999

LCFILarge and Complex Financial Institutions7

Cynthia C. Lichtenstein, The

Tobins q Keeley1990 Tobins

No person engaged in commerce or in any

See Section 18(c) of the Federal Deposit Insurance Act.

The Bank Merger Screening Guideline

Competitive Factors Letter16Antitrust

Moderately Concentrated Market1800

1694 Bank of England Act of 1694

Bank Holding Company

...the effect of requiring or encouraging exploitation of

UK Enterprise Act of 2002 4 Part 4 134141

OFT., Office of Fair

If regulating provisions or practices have,

Available at http://www.opsi.gov.uk/Acts/acts2002/ukpga_20020040_en_12, visited

European Council 2002 12 16

Council Regulation (EC) No. 1310/97. 135 306.

Article 1(2) of the new Merger Regulation

Article 1(3) of the new Merger Regulation, be considered to have a Community

test SIEC A concentration which

would not significantly impede effective competition in the common market or in a

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