The Classification of the Director's Duties

• Main Authors: Kuo, Hsin-Ying, 郭心瑛
• Other Authors: LIU, LEN-YU
• Format: Others
• Language: zh-TW
• Published: 2007
• Online Access: http://ndltd.ncl.edu.tw/handle/07078259809109777336

碩士 === 國立臺北大學 === 法學系 === 95 === Director’s fiduciary duty in Common Law is of long standing and well established by precedents. There was no corresponding concepts in our company law and any other legal systems. On Nov. 12th 2001, the Article 23(1) of the Company Act was amended as: ’The responsible person of a company shall have the loyalty and shall exercise the due care of a good administrator in conducting the business operation of the company; and if he/she has acted contrary to this provision, shall be liable for the damages to be sustained by the company there-from’, which added the provision that the responsible person of a company shall have the loyalty in conducting the business operation of the company. This is the first time in our Company Act that directors are required to perform such duty. But is such a brand-new or a reaffirmed existing duty in other legal system? Is such duty equal to “ fiduciary duty” or “ duty of loyalty” of Common Law? What’s the definition and application of such duty? This thesis is based on the belief that such duty is an imitation of “ fiduciary duty “, and is to discuss the connotation of “ fiduciary duty “ which might be a prototype of our legislation, in order to integrate our full-of-loopholes director’s duties.