| 英文摘要 |
A de facto director is a concept relative to that of a de jure director. This conceptcan be further divided into a purely de facto director and a shadow director. The former refers to someones who hold themselves out as directors and perform directors’ duties, while the latter refers to controlling shareholders who control or direct the management of the company behind the scenes. As modern companies are characterized by the feature of concentration of management power, control of abuse of such power becomes the cornerstone of corporate governance. Nevertheless, if only de jure directors are held accountable, accountability would seem shallow and meaningless. In many jurisdictions, a de facto director has the same responsibilities as a de jure director. A shadow director is, however, regulated differently in different jurisdictions subject to diverse policy considerations. Taiwan adopts a rather unique model, where a de facto director as well as a shadow director will be held liable if and only if a de jure director is found liable. In other words, de facto and shadow directors are considered merely vicariously liable.This is a highly controversial approach, which probably creates more problems than it solves. This article also compares the most recent legislations in Mainland China on de facto and shadow directors with the regulatory schemes of Taiwan. Both jurisdictions generally followed the British model, albeit some “adjustments”. Lastly, this article made some suggestions regarding Taiwanese legislations, for example, more measures should be introduced to identify controlling shareholders so that abuse of power by shadow directors be more effectively scrutinized. |
