以召開股東會論公司經營權爭奪之研究

On the study of Legal Disputes on Contests for Corporate Control by Convening a Shareholders' Meeting

Current regulation has adopted mandatory cumulative voting in the election of the board of directors in Taiwan to protect minority shareholders. It has been about three times to change the method of electing directors in Taiwan since 1966. Cumulative voting, which refers to fairness, and straight voting, which refers to business efficiency, are the most commonly used methods. However, it should not be a single-choice question between fairness and business efficiency when it comes to business operations. On the contrary, both of them are necessary.
We can also learn from American experiences. For example, there are special rules regarding removal of directors. That is, no one director can be singled out for removal if those opposing the removal have sufficient voting power to elect that director using cumulative voting. Furthermore, scholars proposed that precautionary measures should be taken in order to prevent abuses of rights by majority shareholders and that it is important to promote effective supervisory authority of shareholders.
We should amend the law to resolve the conflicts between director’s election system and other rules under Company Act in Taiwan, especially voting agreements for listed companies, independence of independent directors and the proxy solicitation system.
More importantly, Company Act and relevant regulation should be amended simultaneously so that the minority shareholder's rights can be better protected. It is necessary for protecting minority shareholders to set a higher threshold for changing the method of election of directors, to ensure fiduciary duties of loyalty and care efficient and to increase access to effective remedy. As a result, acts that can prevent business practice being out of touch with law amendment should also be enacted.