| Summary: | 碩士 === 國立交通大學 === 科技法律研究所 === 100 === Article 178 of Company Act regulates the exclusion of shareholders’ voting right. Article 178 requires that when (1) a shareholder who has a personal interest in the matter under discussion at a meeting, and (2) the involved conflict may impair the interest of the company, the conflicted shareholder shall not vote on his shares nor cast a vote on behalf of other shareholders. The purpose of Article 178 is to prevent a shareholder from voting out of his personal interest, which may impair the interest of the company as a whole. However, such restriction would substantially reduce a shareholder’s influence over shareholder meeting, and inevitably arouse some worries about its application. Scholars point out that the current Article 178 has several flaws, which include the uncertainty in its substantive requirements, the ignorance of the inherent self-interest purpose of a shareholder, and its conflict with majority rule. Some scholars advocate abolishment of Article 178. In the sense, Article 178 deserves a more careful observation in its practice.
The thesis conducts an empirical study on court opinions discussing Article 178. The observation surveys the judgments made by Supreme Court, Taiwan High Court (its four branches are not included) and Taipei District Court in the past twelve years. The study mainly focuses on the courts’ interpretation and application of Article 178 and the different types of interest-conflicts. After the survey, this thesis compares court opinions with scholars’ critics and in turns presents a normative understanding about the function of Article 178.
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