論商業組織的演化──從共識決到中央集權再到DAO？

On the Evolution of Business Organization From Consensus to Centralization to DAO?

金融科技運用於公司治理，除「監理科技」外，近年來更有以區塊鏈技術之運用，形成「去中心化」的商業自治組織「DAO」，以「經營與所有合一」為運作模式，並以減少代理成本、共享經營權限為特徵。然在DAO 的實際運作上其代幣持有人間是否係處於利害與共及資訊對稱之所有經營合一情形？此外，在鼓勵區塊鏈技術與DAO 發展下，我國面對DAO 應如何監理？以上議題著實有深入探討之必要。本文即以DAO 為出發，分析DAO 是否符合現行商業組織，及其運作內涵是否能確實達到資訊對稱和利害與共。再以美國法為比較法研究對象，介紹其如何定性及規範DAO。最後針對問題意識作出回應，期許本文之研究能作為我國金融主管機關未來面對DAO 與區塊鏈等科技法令或監理之思考方向。

The development of FinTech helping corporations to improve their internal compliance regulation measures, in order to achieve the goal of Corporate Governance, which is known as “RegTech”. It also uses Blockchain’s characteristics of decentralization to emerge a unique business autonomous organization, “DAO” (Decentralized Autonomous Organization) in recent years. DAO takes the principle of “Unity of Ownership and Control” as the operation mode, entrusts organizational decision-making authority to each investor, and is characterized by removing the generation of agency costs and sharing operation authority to attract investors. However, in the actual operation of DAO, is its token holder really in the situation of all operations with common interests and symmetrical information? Or is it just under the banner of decentralization, but in fact it is still a centralized organizational operation mode with separation of ownership and operation? In addition, is DAO a new type of commercial organizatio n, whose advantages can replace the Company Limited by Shares? Furthermore, with the encouragement of the development of blockchain technology and DAO organizations, how should the law regulate this DAO organization? These issues need to be discussed in depth. Therefore, starting from the evolution of business organizations, this article analyzes whether DAO conforms to the form of business organizations under the current law, and whether its operation connotation can truly achieve the effectiveness of information symmetry and common interests, and have a consensus decision. And then take American law as the research object of comparative law, and introduce how the American law define and regulate DAO organization. Finally, the article makes a response to the problem awareness, and hopes that the research of this paper can serve as the direction for legislation and financial authorities to think about DAO organization and blockchain related technology laws or regulatory measures in the future.