| 英文摘要 |
Related party transactions have long been a standard feature in corporate scandals in Taiwan due to the loose regulation. The situation may change as the Company Law was revised in 2018. The new Section 206(3) specifically provides that a director’s spouse, parent, child, sibling, grandparent, and grandchild of the director, as well as a company which is controlled by the director (or which controls the director), are all deemed to be the related person of such director. For the first time, the Taiwan company law makes it clear that the indirect conflicts of interest shall be regulated. The newly revised law could have a huge impact on both judicial decisions and corporate practices. Through a comparative study among the United States, the United Kingdom, Hong Kong and Germany, this Article analyses and provides suggestions on the related party transactions regulations regarding the several key issues including the definition and scope of director’s conflicts of interest, the director’s duty of disclosure, the majority of minority (MOM) rule and disinterested directors’ approval, director’s duty to minority, and ex-post judicial fairness review. This Article concludes by providing policy suggestions for future revision of the law. |
