Types of Conflicts of Interests between Shareholders and the Legal Protection of Minority Shareholder

• Main Authors: Wang, Sheng-Yuan, 王聖源
• Other Authors: 王志誠
• Format: Others
• Language: zh-TW
• Published: 2015
• Online Access: http://ndltd.ncl.edu.tw/handle/86045998599076488474

碩士 === 國立中正大學 === 法律學研究所 === 103 === This thesis focuses on conflicts of interests between shareholders, and legal protection of minority shareholder. Three types of important conflicts of interests were chosen: the separation of control rights and residual rights, the real controller hidden behind the veil, and the takeover. We studied the legal protection of minority shareholder under Taiwan’s law. First, Taiwan’s Company Act which was amended in July 2014 to introduce the close corporation scheme, allows stock corporations to issue share with multiple voting rights or veto rights. Notwithstanding the fact that this amendment provides legal stimuli for the venture capitalist, it is still inadequate for the legal protection of minority shareholders when compared to European, American, and Japanese legislature. Second, Taiwan’s Company Act also introduced the shadow director and the de facto director in 2012. Although the amendment has not come into effect over time, it has still brought material reform to the established concept. In comparison to the United Kingdom, New Zealand, and Australia, Taiwan’s law remains inadequate with respect to the essential conditions, types and contents of obligations and liabilities. In addition to lacking clarity and certainty, the law may have consequences which diminish the protection functions for minority shareholders. Finally, Taiwan’s Securities and Exchange Act adopted the Mandatory Bid Rules to protect minority shareholders in control transfer sequence. However, the Rules have many loopholes, and company law scholars have asserted that these are not true mandatory bid rules. This thesis references the European Union’s Thirteenth Directive on Company Law in order to review defects in Taiwan’s Securities and Exchange Act, and to provide useful recommendations for future amendment.