受託義務之對象

Beneficiary of Fiduciary Duties

公司負責人所負受託義務之服務對象為何人？藉由德拉瓦州案例法的比較觀察，本文提出受託義務應係服務於股東利益下之公司利益，公司為受託義務之直接對象，股東為間接對象，股東利益與公司利益間，則是透過股東之剩餘財產及風險承受者身分而相連結。我國公司法無論由其規定內容、實務判決，或是學說見解，皆傾向認為公司股東仍保有剩餘財產及風險承受者之身分，故德拉瓦州案例法所發展出來之受託義務理論結構，於我國法仍有適用。本文並進一步將之應用於公司法第23條第1項及企業併購法新法第5條第1項及其相關實務見解之解釋適用等若干議題的分析上，以檢驗、論證德拉瓦州案例法之受託義務對象見解於我國法下之可行性。

Who is the beneficiary of fiduciary duty? Such question is not as straightforward as it appears to be. Through the lens of comparative study, this article argues, by ways of observing and combing through Delaware case laws, that company should be the direct beneficiary of the fiduciary duty and the company’s shareholder the indirect beneficiary; the direct and indirect beneficiary is connected by the shareholders’ status as the company’s residual claimant. This article further provides the principles with respect to the determination of the fiduciary duty’s beneficiary and observes their applications in different contexts under Delaware law. From the perspective of statutory structure, corporate theorists, and judicial rulings, as Taiwan Company Act tends to recognize the shareholder’s status as the company’s residual claimant, this article thus argues that the fiduciary structure developed by Delaware case laws should also be applicable in Taiwan. And for verification purpose, the argument aforementioned should be applied to various issues under Taiwan law, such as (1) the interpretation of Article 23 of Company Act and Article 5 of Business Mergers and Acquisitions Act, (2) the proper protective mechanism for the company’s creditor, (3) the adoption of mandatory labor director, (4) the analysis of the disputes regarding the redemption of the preferred shares of Taiwan High Speed Rail, and (5) the plausible substance of corporate social responsibility under the current structure of Company Act.