| 英文摘要 |
According to the Insurance Act Article 146-1(3) Subparagraphs 2 and 5, insurance enterprises that have purchased shares in listed companies can neither cast their votes in elections of directors or supervisors nor participate in the operations of the invested companies with other third parties. Given these provisions deprived the insurance enterprises’ most important shareholder rights—the right to select directors and supervisors, adding that the prohibition of “participate in the operation” is largely ambiguous in terms of its meaning and rationale, it is apparent that these provisions are highly controversial. However, academic discussion related to these provisions has been very limited. Therefore, this article attempts to fill this gap within the existing legal scholarship. This article begins with a brief introduction to the background of the 2014 amendment, then it is followed by in-depth analyses of the negative impacts of Subparagraphs 2 and 5. This article argues that the introduction of these provisions is unnecessary, and their application may lead to outcomes contrary to their original legislative purposes. If these provisions were to be kept in place, they should be amended to increase their legitimacy, and potentially be expanded to cover other institutional investors in the future to prevent unequal legal treatment. This article offers two proposals for future reforms. First, minimum holding period requirements can be introduced as prerequisites for exercising voting rights in the election of directors or supervisors; Second, insurance enterprises that do not support the incumbents to vote in the elections of directors or supervisors should be required to disclose ex ante. |
