| Summary: | 碩士 === 國立臺灣大學 === 法律學研究所 === 107 === In recent years, the right to inspect the shareholders’ roster disputes have been continuously raised in the contests for corporate control, or the mergers and acquisitions. Ministry of Economic Affairs has also made several administrative rules. However, the shareholders’ roster system and the right to inspect it have not received much attention in Taiwan for a long time, and research on this part is relatively rare. There are quite a few misconceptions that putting the company’s business books and the shareholders’ roster on the same basis. The origin of this discussion is nothing more than the standardization of the shareholders’ roster and the company’s books in Article 210 of the Company Act of Taiwan. As a result, the shareholders’ roster system is misinterpreted under this regulation mode. In this thesis, I intend to trace the nature of the shareholders’ roster system from information rights theory and the historical evolution of shareholders’ roster. This thesis will introduce how the origin of the company law - the United Kingdom company law, deal with the shareholders’ roster system and the inspection right of it.
Specifically, the UK company law does not at all treat the shareholders’ roster has the same confidentiality as the company''s business books. The function of the shareholder’s roster is to determine the identity of the shareholders. In essence, there is no hidden information. It is also difficult to cause damage to the company’s operation by only to inspecting it. Moreover, in the case of using the company’s organization, because the shareholders themselves can be hidden behind the company’s separate legal personality, it will not only make the audit of the Authorities more difficult, but also the order of private transactions is difficult to maintain. In more, due to the complex intertwining between the company and the social investors and the overall market, the supervision of the company organization is not what the Authorities can handle on its’ own. Compared with Taiwan, as early as the 18th and 19th centuries, the United Kingdom realized that the supervision of the company organization could not be carried out only by the Authorities. Public inspection was indispensable as one of the supervisions. Only through the disclosure of information, it was possible to establish a sound supervision mechanism. The shareholders’ roster (register of members) for public inspection is the initial way of supervision mechanism, providing the means by which the counterparty of the transaction and the investment market confirm the members of the company and give the company shareholders mutual contact.
In this thesis, I will begin with a discussion of the nature of “information” and to present a “hierarchical information disclosure system”. Secondly, this thesis also explores the natureof the shareholders’ roster system from the historical development of it, confirming that the shareholders’ roster is only a book that records the contact information of the company members, which is fundamentally different from the nature of the general business books. In addition to the lack of comprehensive regulations and domestic insights into the shareholders’ roster, the Company Act of Taiwan equates the regulations of the shareholders’ roster and the general business books, causing the problem of malicious abuse of the shareholders’ roster system. Therefore, this thesis introduces the UK regulations, sums up the specific issues that are worthy of Taiwan’s borrowing, and sorts out the objections that may face in implementing the implementation, and proposes countermeasures for each of these opinions. Finally, based on the results of this thesis, I propose several legal proposals, such as the establishment of a hierarchical information disclosure system, the introduction of community review, and the re-construction of the legal system of shareholders roster, for legislative, administrative, judicial, and practical operations reference.
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