| Summary: | 碩士 === 東吳大學 === 法律學系 === 94 === According to the traditional company law, the shareholders have the right to vote on certain “fundamental matters” and to elect the board of directors. The right to vote is much like that of citizens in a representative democracy. The meaning of “democracy” in tradition is “one share, one vote”. The shareholders elect directors through the shareholders’ meeting to authorize the board with respect to the corporation and their property. All corporate powers shall be exercised by or under the authority, and the business and affairs of the corporation shall be managed under direction of the board of directors. It means the directors serve a “gatekeeper’s role” with shareholders.
Nowadays, some management groups compete with each other in an effort to gain proxy appointments to elect a majority board of directors and supervisors to obtain control of a corporation. It means some majority shareholders can control some elections, some directors become “figurehead directors” directors, and the others may erroneously believe that since they are some minority board directors, they have no responsibility for whatever happens.
In the current system, it is important to summarize that the protections given to minority shareholders by law and to consider the ways in which those protections can be supplemented by extraordinary general meetings. Minority shareholders are unable, either to act alone or with their associates, to prevent others from controlling the board and the management of business.
Litigations brought by minority shareholders against the corporation or majority shareholders may be divided by two ways: either by a suit or to hold the extraordinary general meeting. Chapter 2 of this article in concerned with the characteristics of minority shareholders’ rights, hoping to help better understand why minority shareholders want to call an extraordinary general meeting. In chapter 3, this article elaborates how to assemble an extraordinary general meeting in the company law. Under Article 173 of the Company Law, the extraordinary general meeting may be held by minority shareholders or the board. The extraordinary general meeting may act on any relevant matters that is within the ambit of shareholders’ control and is limited to the purposed set forth in the notice. Chapter 4 of this article discusses two cases and introduces article 175 of the Company law.
A systematic approaching model is proposed at the last chapter of this article, Chapter 5, to help utilizing the extraordinary general meeting effectively to reach the ultimate goal of the “genuine shareholders’ democracy” of the extraordinary general meeting.
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