| 英文摘要 |
Who is the beneficiary of fiduciary duty? Such question is not as straightforward as it appears to be. Through the lens of comparative study, this article argues, by ways of observing and combing through Delaware case laws, that company should be the direct beneficiary of the fiduciary duty and the company’s shareholder the indirect beneficiary; the direct and indirect beneficiary is connected by the shareholders’ status as the company’s residual claimant. This article further provides the principles with respect to the determination of the fiduciary duty’s beneficiary and observes their applications in different contexts under Delaware law. From the perspective of statutory structure, corporate theorists, and judicial rulings, as Taiwan Company Act tends to recognize the shareholder’s status as the company’s residual claimant, this article thus argues that the fiduciary structure developed by Delaware case laws should also be applicable in Taiwan. And for verification purpose, the argument aforementioned should be applied to various issues under Taiwan law, such as (1) the interpretation of Article 23 of Company Act and Article 5 of Business Mergers and Acquisitions Act, (2) the proper protective mechanism for the company’s creditor, (3) the adoption of mandatory labor director, (4) the analysis of the disputes regarding the redemption of the preferred shares of Taiwan High Speed Rail, and (5) the plausible substance of corporate social responsibility under the current structure of Company Act. |
