| Summary: | 碩士 === 中原大學 === 財經法律研究所 === 94 === Abstract
Publicly traded corporations involve so many participants such as shareholders, creditors, managers, employees, customers, and so on. The interests of participants in publicly traded corporations inevitably come into conflict with each other. The conflicts of interest problem in corporations inevitably arise. Although there is an extensive legal literature dealing with conflicts of interest in corporations, no one has attempted to discuss how to reconcile conflicts of interest or explore the fundamental issues in corporate law from the perspective of conflicts of interest. Therefore, the aim of this thesis is to offer a framework for reconciling conflicts of interest in corporations. The goal of framework for reconciling the conflicts of interest in corporations is to maximize the value of firm. There are two major mechanisms to resolve conflicts of interest among corporate constituencies. The one is private contract, the other is legal intervention. When reconciling the conflicts of interest in corporations, the first step is to consider that whether private parties are able to reconcile conflicts of interest by contract in advance and the second step is to think how to reconcile conflicts of interest by legal intervention. This is one simple principle the thesis offers when designing legal regime to reconcile the conflicts of interest in corporations. Thus, based on above-mentioned, the discussion of this thesis as follows:
Chapter I of this thesis illustrates the subject of this thesis.
Chapter II of this thesis illustrates that The Company Law has recently undergone a fundamental reform. This reform relates to “from concession to contract” movement. This view regards corporation as nexus-of-contract. Exploring the impact this reform causes may help to shape or clarify the principle of reconciling conflicts of interest.
Chapter III of this thesis presents the principle of reconciling conflicts of interest and examines the limits of contractual freedom in corporate law.
Chapter IV of this thesis explore how to designing legal regime for reconciling conflicts of interest in corporations.
Chapter V of this thesis discusses how to design mechanisms to reconcile conflicts of interest in hostile takeover context based on foregoing discussion.
Chapter VI of this thesis draws the conclusions about the framework for reconciling conflicts of interest.
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