A Study on Shareholders’ Rights of Litigation: Focus on Derivative Suits and the Unfair Prejudice Remedy of Minority Shareholders

• Main Authors: HUANG, TING-CHIA, 黃亭嘉
• Other Authors: CHEN, YEN-LIANG
• Format: Others
• Language: zh-TW
• Published: 2018
• Online Access: http://ndltd.ncl.edu.tw/handle/5t3scv

碩士 === 國立臺北大學 === 法律學系一般生組 === 107 === In view of Taiwan’s performance of protecting minority shareholders is not perfect, especially in strengthening corporate governance, implementing the Shareholder Activism, and allowing shareholders to file direct litigation to protect the rights and interests of minority shareholders. Because of this, this paper intends to study the rights of litigation in domestic law and comparative law, and to propose amendments to the current law. Besides, it also propose ways to allow shareholders to obtain relief directly. In addition, it discusses whether Taiwan has It is necessary to increase the supporting measures of the relevant procedures in the subrogation lawsuit in the company law. There are 5 chapters in this paper. The chapter 1 is introduction, including the research motivation, scope of the study, research methods and structure of this article. The main focus of the chapter 2 is to explore the direct suits and the derivative suit. In this chapter, in addition to exploring the basis of the claim of the Taiwan law's shareholders’ litigation rights, the US law, the UK law and Japanese laws are also introduced. It is expected that in the future, when the law is amended, the Unfair Prejudice Remedy can be increased and the conditions of litigation adjusted. The chapter 3 focuses on the discussion of civil procedure in shareholders’ derivative suit. It is mainly to discuss the related issues that the derivative suit will face in the actual litigation. It includes the litigants, the subject of litigation, the attendance of litigation, the binding force, and the settlement. It also proposes legislative amendments with reference to the Japanese law on the attendance and settlement of litigation. The chapter 4 mainly discusses Article 10-1 of the Securities and Futures Investor Trader Protection Act, including the actual operation situation, the differences between article 10-1 of Securities and Futures Investors Protection Law and article 214 of Corporation Law. Then the last is to analysis the real cases. The chapter 7 is conclusion, this chapter summarizes the above chapters, and putting forward some opinions against shareholders’ derivative suit after the discussion of aforementioned chapters, expecting to provide some suggestions in the future amendments.