| Summary: | 碩士 === 國立臺北大學 === 法律學系一般生組 === 105 === In recent years, the revision and response of corporate law seems to be an integral part of the goal in order to encourage the creation of new ventures and improve its environment for Taiwan industrial planning. With a number of technology companies use the disproportionate-control, Taiwan has also made a considerable degree of relaxation for close company in 2015. However, whether the extent of such relaxation is helpful to achieve the purpose, especially the use of dual voting rights, seems to have room for discussion.
The one-share-one-vote system, based on the principle of equitable treatment of shareholders and the residual claims of shareholders, has also been challenged for relaxing the financing instruments and encouraging new ventures.
The research of comparative law, the EU and the US had a heated debate in CEMs. The breakthrough rule, the EU's Directive, are not favored by most countries not only for the competing for company registration in members, but for prohibiting differential voting rights in resolving minority shareholders' control problems may neither be effective nor efficient.
In the US, even Rule19c-4 was declared illegal by the court, but each exchange is still following its spirit, and produce one after another amazing listing case. It is still controversial for what kind of company can use dual-class structure. This study argues that in order to achieve the legislative purpose of encouraging new ventures, the dual-class structure should be open for IPO companies, and allowing companies maintain a certain time. With the scale of expansion, it should be returned to one share one vote, so that the companies are spurred by control market.
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