英文摘要 |
With respect to a corporate takeover fight from the discussions of corporate capital systems, it is critical to identify whether the company is under the statutory capital system or authorized capital system. It is worth attention due to the transition of the legislative movement regarding capital systems in Taiwan. In terms of decrease or increase of corporate capital, it might involve the filing of amendment of articles of incorporation since the number of total shares would vary. Should the company adopt statutory capital system, capital increase would require amend the articles of incorporation, which in turn would demand the call of special shareholders meeting as stated in Article 277 of the Company Act. Yet, when the company adopts authorized capital system, within the total authorized capital amount any increase or decrease of corporate capital will not trigger the requirement of amending articles of incorporation; thus, no special shareholders meeting will be needed until and unless the capital increase is greater than the authorized capital amount as indicated in the articles of incorporation.
The next question then is whether amending articles of incorporation will be required if the same amount of capital decrease and capital decrease is made? In fact, the texts of said articles of incorporation will not be otherwise altered since the total share remains the same. If only an ordinary shareholders meeting has been convened, were such shareholders meeting defective for not complying with the higher quorum as set forth by a special shareholders meeting? In addition, this paper also deals with the issuance of employee share subscription receipt to non-employee, and explores its legal effect. By way of the hand-on case analysis, the authors will try to answer all issues presented respectively. |