| Summary: | 碩士 === 國立中正大學 === 財經法律系研究所 === 106 === With the progress of economy, the promotion of shareholders’ and creditors’ right, and the enhancement of the corporate social responsibility, company law in every country tends to strengthen the directors’ power while at the same time it places certain responsibility on directors as well. As a consequence, the content of directors’ obligation is sure to develop and expand.
According to paragraph 1, article 23 of Taiwan’s Corporation Law, directors owe fiduciary duties to shareholders and the company. However, fiduciary duty is the definition thereof is strikingly abstract, which thus leads to difficulties in its application and even lack of discussions on directors’ duties of confidentiality.
In order to pursue a more complete fiduciary duty regulation, this thesis will review the current legal system of directors’ duties of confidentiality. This thesis will also analyze the advantages and disadvantages of the relevant legal norms of directors’ duties of confidentiality in our country by referring to the legislation and the practical operation of foreign countries, including the United States and Germany.
Furthermore, to discuss the future revision and improve the actual operation of directors’ duties of confidentiality, this thesis will analyze the status of our Trade Secret Act and legal norms as well as the practical operation of the United States. And this thesis will further analyze the outcome of the verdict to discuss the litigation dispute and judgment criteria of the director’s violation of duties of confidentiality.
Through the research of this thesis, I hope that we can improve the relevant norms and practical operations of our directors’ duties of confidentiality and therefore create a better fiduciary duty so that our national economy can develop substantially.
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