| 英文摘要 |
According to Section 178 of Taiwan Company Act (the Section), a shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall abstain from voting. However, there is a doubt that the Section can function as expected in practice due to the vague languages used in the elements and no any mechanism to disclose conflicts of interest for the company and its shareholders to identify who will be interested. Furthermore, courts’ opinions split on how to apply the Section, which makes the Section unforeseeable and difficult to be complied with. It also raises a question whether the minority shareholders, instead of big shareholders or controlling shareholders who are not allowed to vote, could appropriately make fundamental decisions on behalf of the company and all shareholders as a whole. In conclusion, this Article suggests that the Section be deleted and Taiwan Company Act reconsider a new mode of regulations to deal with the conflict of interest issues involving shareholders. After surveying various institutions in foreign jurisdictions and taking the characteristics of our legal system into account, this Article concludes by proposing some recommendations for future legal reform. |
