| 英文摘要 |
Company Act was amended in 2001 to imposed duty of loyalty on “responsible persons of a company”, however, due to the lack of specific norms of the duty of loyalty, Taiwan courts have never paid attention to corporate opportunity doctrine which derived from the duty of loyalty. As a result, there are often cases where “responsible persons of a company” exploit the opportunity to gain benefits by resignation. Recently, Taiwan High Court has ruled that there is no duty of loyalty when responsible persons resigned from company. The court decision is contrary to the foreign court judgements which affected by duty of loyalty. Although corporate opportunity doctrine was derived from duty of loyalty, U.K. and U.S.A was differed in the direction of corporate opportunity doctrine. Taiwan scholarship has always introduced the development of the U.S.A. corporate opportunity doctrine, but less introduced the U.K. corporate opportunity doctrine with systematically, so it has not been discussed what kind of model (U.K. model or U.S.A. model) should be adopted in our legal policy. Because U.K. court has paid greatly attention on cases of resigned directors exploiting corporate opportunity, this paper tried to construct Taiwan post-resignation duty of loyalty framework for “responsible persons of a company” by U.K. experience. |
