The Economic Analysis of Law on The Derivative Action

• Main Authors: Cheng-Wei Liao, 廖正幃
• Other Authors: Len-Yu Liu
• Format: Others
• Language: zh-TW
• Published: 2015
• Online Access: http://ndltd.ncl.edu.tw/handle/38388813096690579132

碩士 === 國立臺北大學 === 法律學系一般生組 === 103 === This paper mainly discusses the derivative action. The derivative action adds multiple layers of additional procedural obstacles, just like duration or proportion of ownership, security for expenses, and damages. Because of these procedural obstacles, shareholders in Taiwan rarely had motive to file the derivative action. The exercise of the suit is still relatively low even if the company law has been continuously modified. By combining the origin and operation way of abroad systems with the criticizing opinions provided by the legal scholars and using the method of economic analysis of law, a system of derivative action with “efficiency" and "justice" can be established. Taiwan inherited the derivative action from the United States and the United Kingdom. This paper introduces the action system of the United States and the United Kingdom, and compares of amendments opinions by the local scholars. In addition, by using academic achievements from economists, the dispute of regulations can be solved. This paper briefly describes the concepts of economic analysis and the using on the procedural law. The existence of economic analysis is necessary, and the results can be used by legal scholars as the foundation to solve the dispute of regulations. By using the assumptions and verified results of economic analysis, we can solve many inequities caused by legal rules. Therefore, this paper uses economics as a research method which can reflect the absence of the legal rules and promote its progress. Furthermore, derivative action provided by the corporation law article 214 seems unable to achieve fairness and inefficient. Thus, the main purpose of this paper is in order to achieve fairness and improve efficiency of the derivative action. Finally, this paper selects the project with fairness and efficiency between the proposed amendments and existing laws by using the economic analysis. I hope it can provide a direction of thought to amendments of derivative action in the future.