A Study on Supervisors as Representatives in Directors' Self-dealing

• Main Authors: Liu, Chun-Ju, 劉純如
• Other Authors: Yeh, Hsin-Min
• Format: Others
• Language: zh-TW
• Published: 2017
• Online Access: http://ndltd.ncl.edu.tw/handle/07289018503637704617

碩士 === 靜宜大學 === 法律學系 === 105 === Corporation in Taiwan classifies board of directors as the business executive authorities and supervisors as the business supervision organs. They perform their individual duties but both have the duty of loyalty to their company. Self-dealing of directors involves conflicts of interest; however the Corporation Law in Taiwan fails to provide the complete norms on the procedures and substances as the foreign. The only is Corporation Law § 223, which merely specifies the regulations on supervisors as representatives, however, with the definitions unclear. Judicial practice and scholar hold different views and interpretations, leading to considerable controversy in practical operations. Owing to the lack of the Corporation Law on substantive and procedural basis to directors’ self-dealing with only the dual agency being prohibited, for the transactions with conflict of interest, the Corporation Law is here ineffective, but instead makes the rights and responsibilities of directors and supervisors blurred. As a result, supervisors are put in a situation of ambiguous authority and role, and falls into the dilemma because of uncertain responsibility. Therefore, this thesis pointed out the lack of current Corporation Law in Taiwan on directors’ self-dealing and the derivative controversy, based on the foreign legal system in this aspect. Secondly, in view of Corporate Governance, the distribution and positioning of supervisors and directors in the organizational framework in Taiwan was analyzed. Next, the rights of supervisor as the representative of company authorized by Taiwan’s Corporation Law § 223 were examined. Finally, based on the relevant provisions of the Corporation Law, we sought to the solutions and norms to the conflict of interest, hoping to solve the problems caused by directors’ self-dealing and to provide a standard regulation mechanism. The core of the system on supervisors as the representatives in directors’ self-dealing is to avoid conflict of interest. Since Taiwan's Corporate Law is no lack of relevant ways to resolve conflicts of interest, regulations such as information disclosure, interest avoidance and directors’ duty of loyalty, the designation of the Corporation Law § 223 has only a formal normative meaning. As the law is to be amended and the relevant norms have not yet been completed, in this thesis, we proposed the suggestions and made a comprehensive conclusion.