| 摘要: | 自1995年起，國際知名私募股權基金即先後在台灣收購NPL（Non-Performing Loan不良債權）。1999年，凱雷集團更以2.2億元美元收購台灣寬頻，外資私募股權基金相繼來台掀起併購風潮，其有別於傳統資本市場彈性化之投資及管理架構，對於資本市場運作產生相當之衝擊。
然而私募股權基金到底為何物？現下，面對私募股權基金論述既多且雜，且基金名稱、種類繁多，其間差別何在？尤其私募股權基金結合不同國情與法制，所展現各種態樣，更是令人眼花撩亂，在在影響為政者構思法律建制時之判斷，是以本文大膽嘗試，希望能透過對整體私募股權產業的瞭解以及比較法上的觀察，建立私募股權基金體系性建置與闡述。
首先，從企業籌資說起，由供給方之投資需求發展出集合投資計畫，並在集合投資計畫擘劃獲利的願景下造就基金誕生，再從基金分類中剝離出私募股權基金，並比較與私募股權基金相類似基金之異同，以釐清私募股權基金範圍，再論以私募股權基金組織建置在美國、台灣與大陸發展情況。然後，在私募股權基金組織成型後，其介入併購活動中的體系位址與運作方式及其風險評估等等，做一系列體系性介紹。並從美國、台灣與大陸私募股權基金法律之比較，提出相關評析與建議，期能為私募股權基金法制健全化略盡棉薄之力。
Since 1995, international renowned Private Equity Funds (PE Fund) started to acquire Non-Performing Loan (NPL). In 1999, Carlyle Group acquired Taiwan Broadband with US$220 Million which signal the trend of M&A of foreign PE Funds. The flexible investment and management structure, as different from traditional capital market, has place substantial impact on the operation of capital market.
But what is Private Equity Fund exactly? Presently, there are numerous discussion and diversified description of PE Funds, and the name of funds and type of them are many, what are the differences? Especially, PE Funds are the combination of cultures of different countries and legal system, therefore, they are appearing in various types, which sometime are confusing and they always caused difficulty in the establishment of legal system for government. In this paper we tried to establish the establishment and explanation of Private Equity Funds based on the overall understanding of Private Equity Funds and comparative law viewpoint.
We started from funds raising of a business and develop collective investment plan from the supply side investment needs, and with the profitable vision of collective investment plan, a fund is born. From the categories of funds, we split and separate Private Equity Fund, and compare it with funds having similarity with PE Funds, so to clarify the scope of PE Funds. We then discuss the development of Private Equity Fund organization in USA, Taiwan and in Mainland China. After Private Equity Funds formed, we discuss and introduce systemically and serially the position of its M&A activities and operation manner, as well as risk assessment. We also made a legal comparison among Private Equity Funds in USA, Taiwan and Mainland China, and from there, we provide related analysis and suggestion, so that we can contribute a bit in the healthy formation of Private Equity Fund.
Key Words: Private Equity Fund, Provate Securities Fund, Hedge Funds, Shadow Bank, Soverign Fund. |
