董事責任之限制、免除與補償──美國與臺灣公司法制之比較法觀察

The Limitation, Exemption and Indemnification of Directors’ Liabilities:From the Comparative Perspectivesof the Corporate Laws between Taiwanand the United States

董事為公司經營決策及處理事務時，對公司及其股東應負受任人義務，並應就其義務之違反致公司之損害，負賠償之責，為現代公司法制之企業所有與企業經營分離之基本設計；然而，董事義務若過於寬苛，董事所負責任若過於重大，將可能鼓勵董事勇於任事的反誘因，此當非公司法制董事義務與責任規範之本意，對公司與股東利益的維護，亦非幸事。同時，本於企業自治之理念，亦當肯認公司對於董事之責任得適當加以限制、免除或予以補償，使公司得視自身營運需要，為彈性的調整。此亦為美國公司法制存在已久的設計，值得參酌。因此，本文即擬從美國董事責任之限制、免除與補償規範為討論的起點，討論美國相關規範與實務發展，再與臺灣現行規範相對照，以期得出對於臺灣未來公司法學發展的參考。

While managing and deciding the business and affairs of a corporation, directors shall fulfill their fiduciary duties and be liable for their breaches. This is the fundamental statutory scheme of modern corporate jurisprudence in the light of the separation of ownership and control. However, if the fiduciary duties of directors are too rigid, and the liabilities for directors’ beaches are too severe, the fundamental statutory scheme may serve as a disincentive to corporate directors. It of course is not the legislative intent of corporate law and may run afoul of the legislative purposes of protecting the interests of the corporation and its shareholders. In addition, from the perspectives of corporate autonomy, it shall be recognized that a corporation shall be allowed to strike its own policy with a view to its directors’ fiduciary duties, liabilities for their breaches, and the indemnifications to reflect to its individual operational needs. The corporate statutory scheme of the United States has long taken them into account and develop a body of precedents, law and regulation which may serve as a valuable reference. This Article begins with the discussions of the law of directors’ fiduciary duties, liabilities for their breaches, and the indemnifications in the United States, and then analyzes its development and current judicial opinions, and compares with the law of its Taiwanese counterpart. Hopefully, the discussion and analysis may make a contribution to the future reform to the corporate law in Taiwan.