| 英文摘要 |
In the past decades, the Taiwan Corporate Act adopted several amendment for the capital requirements, admitted considerations for the shares corporations. However, if we compare the admitted consideration for issuance for new shares between the RMBCA, Delaware, or some other US states, we can find that the admitted considerations for shares corporation is more narrow in Taiwan than in the U.S. In the article, the author will try to use a simplified real case and one Hypo case to discuss the subscriber/promoter/shareholder provide an Exclusive Distribution Agreement, with several incidental obligations in the contract, as the proposed considerations for the corporation to issue new shares to them. The case 1 was a real case in Taiwan and was rejected by the Ministry of Economic Affairs (MOE). Although the conclusion of the rejection might be correct under the current Corporate Act; however, the conclusion might be inconsistent with the actual necessities of the real business world in Taiwan. Even the proposed Exclusive Distribution Agreement is not accepted as an adequate and lawful consideration for issuance of new shares, the subscriber/promoter/shareholder shall be able to provide cash as consideration for the new shares and sign the Agreement with the corporation under bona fide and arm’s length negotiation. The corporation then will be obliged to pay royalties, franchising fee, to the subscriber/promoter/shareholder, which will bring us to the same destination if the original proposal being accepted by the MOE. Thus, is the current Corporate Act and practice adopted by MOE remains reasonable? |
