| 英文摘要 |
Through the system of proxy solicitation, shareholders can beensured to receive the sufficient information before shareholder meetingand exercise their votes by the duly authorized agent. Under the corporategovernance structure of separate ownership and management in the U.S.,proxy system has become a key mechanism for the success of shareholdermeeting. In order to prevent the abuse usage of proxy system by corporatemanagers to infringe the interests of shareholders, the U.S.Securities Actof 1934 regulates the solicitation and procedure of proxy to preventsmanager to gain unfair advantage via proxy solicitation. It also protectsshareholder participation and shareholder rights. On the other hand, thecorporate governance structure of many family-owned companies inTaiwan is different with the corporate governance structure in theU.S.companies. Hence, proxy solicitation leads to many corporategovernance problems in Taiwan, especially the managers often use theirunfair advantage of proxy to keep their powers.
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