| Summary: | 碩士 === 國立中央大學 === 產業經濟研究所 === 101 === When the action of the directors may infringe on the benefit of the corporation, our law is based on the principle of which supervisors should file lawsuits against the directors. After the shareholders’ request the supervisors to bring suits against illegal directors, if the supervisors aggressively get involved into the investigation, they can exercise their supervisory power including the financial and business inspection right, the present right of the board of directors, the statistical form inspection right, the right to stop illegal conduct, the right of hiring professionals, and the right of convening shareholders' meeting. However, the directors and the supervisors of the corporation are often intimately related, we can't expect the supervisors to conduct interior supervision aggressively. Therefore, the purpose of the derivative suits is to robust corporate governance and to avoid the directors and the supervisors not fulfilling their obligations. When the supervisors didn't bring suits or treated passively within 30 days of being requested, the shareholders can bring the derivative suits. That is under the premise that shareholders have engaged all the interior relief, they are given an exceptional relief for being the last perimeter.
Unfortunately, the legislator seems overly put emphasis on avoiding excessive suits, which causes the requirement of the derivative suits to be too strict so to lower the incentive of bring the suits. Moreover, even if the shareholders meet the requirements of the derivative suits, the information right of shareholders under the current law still seems insufficient. Although the shareholders can apply to the court to select the inspectors, the inspective range of the inspectors may be less than the request range of the shareholders, and the supervisory power of the supervisors. If the supervisors neglect their obligation to exercise their supervisory power, the shareholders can only apply for the inspectors and this may infringe the shareholders’ rights of what they deserved. Therefore, the purpose of this article is to moderately expand the information right of the shareholders in the derivative suits so that the shareholders can obtain their original rights to contend the illegal directors, enhancing the incentive of shareholders to take the derivative suits , and furthermore activating the system of derivative suits.
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