| 英文摘要 |
“The Information Disclosure Transparency” is a top issue of the modern corporation governance principle discussed in OECD, United Nations, the United States of America, Germany, and etc., especially for public offering companies with increased regulatory scrutiny and less control for majority owners and company founders. With the amendment of Taiwan’s “Company Act” section 28, 172-1, 177-1, 177-2, 177-3 and the promulgation of“Regulations Governing Content and Compliance Requirement for Shareholders’ Meeting Agenda Handbooks of Public Companies,” the foundation of reliance upon which shareholders had placed in the past decades to determine whether or not and how to exercise their voting powers, for example, attending the meeting in person, in writing or by way of electronic transmission, appointing a proxy to attend the meeting, has been altered. The new foundation as well as “Securities and Exchange Act” section 25-1 and “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” explicitly impose an obligation on public companies to disclose the specific articles scheduled to amend, instead of merely sending convening notice subject to Company Act section 172 paragraph 5, with which the incumbent directors used to take advantage of asymmetric information to preserve their interests. Therefore, the pertinent judicial opinions about the obligation of disclosure and the construction of “extemporary motion” and “amended proposal” should be reviewed under the principle of protecting shareholders’ rights to be in accordance with the purpose of legal framework in modern society. The violation of the obligation of disclosure may render the resolution of amendment to articles in vain, however, the discretion is still vested in the court.
|
