| Summary: | 碩士 === 國立成功大學 === 法律學研究所 === 97 === In 2006 Walt Disney case, the supreme court of Delaware confirmed the meaning of Duty of Good Faith is independent duty rather the concept of Duty of Care or Duty of Loyalty. Since then, some scholars from United States consider Duty of Care, Duty of Loyalty, and Duty of Good Faith are equally independent. However, Duty of Good Faith is considered as independent Fiduciary Duty even with the court decision has been made. No matter the arguments from US scholars or the supreme court of Delaware, there are much controversy over the Duty of Good Faith is independent duty.
However, the Article 1 No. 23 of Corporate Law, amended on November 2001, determined the Duty of Care and Duty of Loyalty in the Corporate Law. Which still shown plenty rooms for improvement. The imperfect of the Article 1 No. 23 of Corporate Law, whether should include Duty of Good Faith in Corporate Law, requires further discussion. In addition, if introduce Duty of Good Faith in Corporate Law, then whether it should be considered as independence of duty or dependence of duty and what is the legal principle? How to harmonize with Corporate Law in Taiwan? These are the main focus of our study.
The authors would like to provide recommendations on these topics and for future research.
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