| Summary: | 博士 === 國立臺北大學 === 法學系 === 95 === There are many financial scandal r taking place in Taiwan’s public companies, Not only the shareholders, the creditors and employees suffer damages as well. Therefore, this thesis tries to study the development of the fiduciary duties under Taiwan’s Corporate Law from the American and Japanese perspective.
This thesis introduces directors’ responsibilities from the theory and regulation of fiduciary duty, and then researches the Business Judgment Rule, the duty of care, duty of loyalty, corporate opportunity and competitive business under American and Japanese corporate law. Compare them with relevant regulations regarding directors’ liabilities. In accordance with the laws of American and Japanese. I use five different law models to follow, the principle of MBCA, the corporate law of Delaware, ALI Principles of Corporate Governance, the commercial law and corporate law of Japan. The conducts of the corporate directors should be regulated by the fiduciary duty.
Compared to the lacks of relevant statutes about standards of director’s loyalty duty and competitive conducts in our corporation law. After reviewing the domestic regulation and discussing the issues of mandatory bid, we analysis the possibility of adopting the system of American and Japanese.Finally we will serve as references to our government to amend the relevant law in the future, and assist public companies for establish their own directors' duty system.
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