2023年公司法與證券交易法年度回顧

Development in the Law in 2023: Corporate Law and Securities Exchange Laws

本文簡要回顧2023年度公司法及證券交易法領域的重要實務案件與學術研究。本文由一宗外資機構投資人行使股東提案權的事件以及泰山公司經營權爭奪案出發，首先，在金融監督管理委員會大力提倡盡職治理守則的脈絡下，公司法下的股東提案權，未來可能得以構成機構投資人與公司經營階層議合的重要機制；其次，泰山公司於2023年度一系列的決定與股東會，衍生諸多公司法與證券交易法的問題，包括獨立董事召開股東會的必要性、董事義務、以及讓與公司重大資產的決定等，本案雙方並分別多次向商業法院聲請定暫時狀態處分來進行法律戰，本文簡要探討相關裁定的主張及法院的理由，並討論商業法院在公司經營權爭奪戰中所扮演的角色，以及家族企業控制權的傳承與公司治理問題。

This article reviews major developments in the areas of corporate law and securities regulations in the year of 2023. This article focuses on two major incidents: foreign institutional shareholders’ proposal for a general meeting of Catcher Technology Co. Ltd., and the battle for corporate control of Tai-shan Co. Ltd., a food and beverage company. Both companies have a controlling shareholder or family. First, against the backdrop of Stewardship Principles promoted by the Financial Supervisory Commission in recent years, this article observes that shareholders’ right to propose resolutions in general meetings might be an important pillar for institutional shareholders to engage with corporate management in the future. However, it is also clear that the management of Catcher Technology was against any proposal by outsiders. How corporate management or controlling shareholders might react to engagement by institutional investors should be considered by regulators for the Stewardship Principles to be effective in the future. Second, the battle for Tai-shan in 2023 raised many legal issues, ranging from the necessity of calling extraordinary general meetings to duties of directors and material purchase/sale of corporate assets. In addition, both sides applied for injunctions on multiple occasions, triggering several injunction decisions by the Commercial Court (some of which have been appealed to the Supreme Court). This article examines the reasonings behind those injunction decisions and considers the role of Commercial Court during a battle for corporate control. This article finds that key issues are the necessity of an injunction and damages that might be caused by such injunctions. The Commercial Court also seems to suggest that calling a general meeting is a last resort for independent directors after deploying other monitoring methods. However, this article also finds that the way courts consider damages caused by an injunction to suspend a general meeting is questionable, though this article generally supports the court’s decisions. Last, the two cases raise common problems – corporate governance of family-owned enterprises and the succession of family ownership in a company – that worth further researches in the future.