論公司資訊權的規範：以董事資訊權的增訂爭議為中心

On the Right to Information in Company Law: A Look into the Controversies Arising out of the Failed Amendment on Director's Right to Information

備受矚目的公司法修正已於民國一七年七月經立法院通過。董事資訊權的規定是其中引起爭議最烈的條文之一。行政院原先提出的草案第一九三條之一就此予以明確規定，惟此一規定未能獲得立委的支持，成為草案中少數功敗垂成、未能順利通過的條文。本文認為董事資訊權的明文規定有其必要。但此一規定應如何為之，不能不綜合考量公司法中的相關規範，特別是監察人資訊權的規定。從公司法的歷史解釋與體系解釋來看，本文認為過去立法者並不認為董事具有與監察人相同的資訊權。基於此，本文進而考察我國公司法下董事與監察人的制度發展，並分析監察人資訊權的利弊得失。最後提出對於董事資訊權立法的具體建議。 In July 2018, the Legislative Yuan passed the high-profile amendment to the Taiwan Company Law (“the Company Law”). Director's right to information is one of the most, if not the most, controversial proposed amendment. The proposed Article 193-1 drafted by the Executive Yuan has included the right herein, nonetheless, the Article was turned down by lawmakers across the aisle, thereby becoming one of the few draft proposals which are not put into law at the end. This paper suggests that, in the wake of the failed proposal, another attempt to stipulate director's right to information in the Company Law is much needed under current circumstances. This paper first examines the related provisions on the right to information in the Company Law, especially the Article 218 regarding supervisor's right to information, which offers the supervisor unrestricted access to information. In light of historic and systematic interpretation of the Company Law, this paper strongly argues that lawmakers have never intended to confer the same right to information to directors as to supervisors since the overhaul of the Company Law in 1966. Based on the finding, this paper further looks into the development of the legal regime of director and that of supervisor, and offers a critical analysis on the supervisor's unrestricted right to information. To conclude, this paper offers legislative suggestions on director's and supervisor's right to information.