英文摘要 |
Due to the progress of information technology and the impact of the COVID-19 epidemic, it gets increasingly necessary and demanding for shareholders’meetings with video conferencing. Therefore, both Taiwan and Germany have recently lifted the ban on holding meetings of shareholders virtually. This article is aimed at the pertinent issues to introduce and compare the relevant laws and regulations in Taiwan and Germany. After the comparison, it is found that the following differences exist between the two countries. Taiwanese law has promulgated special provisions for public companies, but the provisions of German law apply to both listed and unlisted companies. Taiwanese law has stricter restrictions on shareholders’meetings with video conferencing held by public companies and require them to outsource the related matters, and if a shareholder or a proxy holder intends to take part in the meeting by video conferencing, he shall register with the company by 2 days prior to the scheduled meeting date of the shareholders' meeting, and there is no such requirement in Germany. German law has quite detailed provisions about shareholders’rights to request information and submit statements regarding the items of business set out in the agenda prior to the meeting, and there is no such provision in Taiwan. In addition, Taiwanese law requires attending shareholders or proxyholders can only express viewpoints via typing, and German law allows attending shareholders and proxyholders can express viewpoints either vocally via two-way communication or via typing depending on the nature of viewpoints expressed. Taiwanese law has detailed provisions on the impact on the conduct of the meeting and the counting of votes when technical failure occurs, but German law regulates the impact of technical failure from the annulment of shareholders' meeting resolutions. By comparing the legal systems of the two countries, this article proposes some suggestions at the conclusion as a reference. |