公司股票準據法之研究

A Study on the Choice -of-law Rules for Stocks

隨著科技的發展和國際金融貿易的繁盛，境外公司的設立和其股票的持有和交易，日益普遍，而透過電腦進行股票的交易，亦已成為國際資本市場中涉外買賣交易的常態，因此公司股票準據法的確立有其必要性。惟我國針對公司股票準據法之規定，在因應市場之實務操作上，仍有不足之處，本文因之分別針對集中保管的股票和非集中保管股票兩種不同特性的股票，從美國國際私法第二次新編和美國統一商法典比較分析其規範內容和實務操作的異同處，並輔以海牙中介者所保管之證券若干權利之準據法公約之探討，希望為未來在我國涉外股票準據法的適用和修法研究之參考。

Due to the development of the new technology and the prosperity of the international financial trade, it has become very common for setting up an offshore company and holding or trading the stocks of such company. Moreover, trading stocks through computer and internet also has become a common foreign-related trading practice in the global capital market. Hence, there is a need for establishing the choice-of-law rules for a stock. However, such rules under Taiwan’s private international laws do not reflect the actual practice of their securities markets, and there are some spaces to further improve such rules. This article intends to provide some suggestions for improving the related rules of choice-of-law rules for stocks through analyzing the related rules of Restatement(Second) of Conflict of Laws, Uniform Commercial Code and Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary. This article also compares the similarities and differences of the structure of securities market between Taiwan, and American.