In Taiwan, dummy directors controlled by shadow directors and controlling shareholders (often families and corporate groups) are frequently seen. To regulate those behind the scenes while controlling the affairs of companies are one of the key concerns in many countries. The concept of de-facto directors and shadow directors has been introduced in the 2012 Amendment of the Taiwan Company Act. While borrowing some concepts from other jurisdictions, the new law was made in significant alterations. After reviewing all the proposed amendments, the relevant laws and practices in the UK and the U.S., and all civil cases applying or citing the new law, this paper aims to define the appropriate scope of the new law and make suggestions for the future reform.