A Study on the Exclusion System of the Shareholders' Meeting and the Board of Directors：Focus on the Controlling Shareholder
| Autor: | LIN, TZU-YAO, 林子堯 |
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| Rok vydání: | 2019 |
| Druh dokumentu: | 學位論文 ; thesis |
| Popis: | 107 Good corporate governance may help in the implementation of the liability of business operators and securing the shareholders' rights. However, the directors of a company are always deemed to be the main targets which should be controlled in the Company Act in our country, and there is a lack of an effective controlling mechanism with a macro perspective for the person who actually abuses controlling power. Currently, although the idea of shadow director has been introduced into our country from the UK, the corresponding measure, which is the exercise boundaries of majority rule, has not been introduced at the same time. This situation leads to the failure in controlling the abuse of majority rule by controlling shareholders. On the other hand, we don't have the design of the standards governing judicial review and the shift in the burdens of proof as in the law of the USA, either. Therefore, in terms of the ex post remedies in our country, they are not efficient in law suits and not enough for the protection of the minority shareholders. To cope with this situation, the study took controlling shareholders as the main focus. First, the pros and cons of controlling power exercised by controlling shareholders and the necessity for control were described. The fiduciary duties and the duty of Fair dealing of controlling shareholders were taken into consideration with reference to the actual cases and theories in the USA, and the legislative purposes and constitutive elements of the exclusion system for shareholders' voting rights were interpreted again in a new way in order to achieve the objective of balancing the protection of shareholders' property rights and protecting the rights of the minority shareholders. In addition, the legal fiction about the relationship among related persons added in the exclusion system for directors also helps in removing the abuse of controlling power by controlling shareholders. It is believed that a controlling mechanism for controlling shareholders which is suitable for our country can be constructed through the reinterpretation of the exclusion system for shareholders' meeting and the board. Last, the 3 behavioral patterns of the abuse of controlling power by controlling shareholders, which were self-dealing, sale of control and freeze-out of minority shareholders, were analyzed in this study, and proper suggestions for the controlling mechanism for controlling shareholders in our country were proposed. |
| Databáze: | Networked Digital Library of Theses & Dissertations |
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