An Empirical Study on Shareholders' Application for the Appointment of Inspector

• Main Authors: WANG, CHIAO-YI, 王巧儀
• Other Authors: CHANG, HSIN-TI
• Format: Others
• Language: zh-TW
• Published: 2019
• Online Access: http://ndltd.ncl.edu.tw/handle/229g5x

碩士 === 國立臺北大學 === 法律學系一般生組 === 107 === In view of the fact that most shareholders do not directly participate in the company’s operations, shareholders are in an extremely unequal status of information acquisition compared to the company operators. The protection of shareholder’s information right becomes an important issue in the modern corporate legal system. However, the company’s information that shareholders could directly acquire are limited under current corporation law. It is important for shareholders to apply for the appointment of inspector to obtain more information through a professional. Nevertheless, the rules for shareholders to apply for the appointment of inspector (the "System") are quite simple, and there are still many controversies in the practice of the System. Moreover, the inspection seems to be an intrusion in the company’s autonomy, it is mostly resisted by the company operators. The problem how to protect shareholder’s information right and balance the impact on the company's operations is crucial. This thesis first introduces the institutional structure of the System by domestic theory, then observes the System in German Stock Corporation Act (Aktiengesetz), UK Companies Act, and shareholder’s inspection right in USA Model Business Corporation Act and Delaware General Corporation Law to understand similar foreign legislation. Furthermore, this thesis analysis the judgements and rulings related to Article 245 of Corporation Law until July 31, 2018 in the Supreme Court, the High Court and the District Court of Taipei, Shilin, New Taipei, Taichung and Kaohsiung. Focusing on the requirements and related controversies of the System, the thesis compares the opinions of the courts and uses the above research methods to comprehend the lack of regulations and operational problems of the System. There are deficiencies and controversies in the System, for example, the lack of legislation as pass-through inspection right, the qualification of the inspector, the specific rights and obligations of the inspector, the compulsory execution against the operators after the ruling, and the controversies in practice such as the recognition of shareholding, the application of the director and supervisor, the inspection of information before investment. The above are worthy of clarification and analysis. Considering the protection of shareholder’s information right and the balance of the impact on inspected companies, the thesis tries to solve the disputes in the operation of the System by foreign legislation and empirical study. In addition to the possible amendments of the above-mentioned legislative deficiencies, this thesis also makes recommendations to the adjudication on the qualifications, inspection range even to the inspection report, such as the protection of the application of the director and supervisor, the determination of the inspection range, the court's flexible considerations on evidence and the strengthening of supervisory power, the protection of applicants’ rights to check the report. It is hoped that the mechanism of shareholder’s information right will be improved through the integrity of the System.