| 英文摘要 |
The Taiwan Company Act had been amended significantly in 2018and became effective on November 1st of the same year. Both the scopeand content of the amendment are much greater than the recent others. Forcorporate governance, the amendment has strengthened the responsibilityof directors, preventing them from abusing their power to infringe uponthe right of investors or stakeholders. The amendment shall enable half ofthe directors to convene a board meeting. It could eliminate the deadlockof business managing caused by a chairman refusing to convene the boardmeeting. Besides, the regulation of de facto/shadow directors applies to alltypes of company rather than to simply public companies in order to mitigateabuses of managing power without taking responsibility. Based on theprinciple of equity law of the English common law system, the doctrine ofpiercing the corporate veil, introduced into Taiwan in 2013, further appliesto limited liability companies for protecting the interests of companies’creditors and deterring the principals from abusing corporate system. Toencourage people to invest, the amendment enhances the protection for minority shareholders. It has reduced the threshold of derivative suit,which empowers minority shareholders to balance against and to supervisemanagement by litigation. The amendment does correspond to the trend ofacademic advocacy and solve the practical hardship. However, some issuesremain unsolved along with the amendment. For example, the definitionof shadow director is still lack of flexibility, the conflict and merge ofregulations between affiliated company and de facto director, the elementsof piercing corporate veil doctrine should not be statutorized and mayraise issues when applying to a real case, and whether the derivative suitshall be filed against a de facto/shadow director, etc. Further amendmenton these issues shall rely on practical operations. |
