德國股份公司單軌制及雙軌制之建構

The Construction of Unitary Board and Two-Tier Boards of German Stock Corporation

德國股份公司依其股份法規定係採雙軌制，然而德國立法者為因應歐洲公司得採單軌制之要求，乃制訂「歐洲公司施行法」，特別針對單軌制公司之運作量身訂製特別規定，不再適用股份法董事會、監察會之規定。本文即係對德國股份法雙軌制及歐洲公司施行法單軌制之規定加以介紹，以供我國借鏡。

The German stock corporation has two-tier boards according to the Stock Corporation Act. However, European Company can implement unitary board system. Hence, German legislators have enacted the European Company Implementation Act, namely application of special provisions to the European Company with unitary board. The provisions of board of directors and supervisory board of the Stock Corporation Act are no more applicable. This article will take the German legal experience as example for suggesting reform Taiwan’s regulation of unitary board. Therefore, this article introduces the two-tier boards system of the stock Corporation Act and the unitary board system of the European Company Implementation Act. It also works on analyzing the reform of supervisory board within the Stock Corporation Act.